To examine the combined effects of a high-protein diet and aerobic exercise on body weight and composition and blood lipid profiles in overweight women, 30 young women were recruited and placed into three groups: The high-protein diet and exercise group (HPE), the exercise-only group (EXO) and the control group (CON) (30$pm$3%, 27$pm$2%, and 29$pm$3% body fat, respectively) for an 8-week experimental period. Daily diet included 25% isolated soybean protein (>90% protein, approximately 400 kcal) combined with each subject s usual diet for the HPE group. The exercise program consisted of aerobic-type exercises undertaken >3 times/wk and for>30 min/session at 50-60% of maximal capacity. Physical fitness, body composition, serum total cholesterol (TC), high-density lipoprotein-cholesterol (HDL-C), triglycerides (TG) and glucose were measured before and after the experiment. Maximal aerobic capacity increased by the end of experiment in both the HPE (from 27.2$pm$3.5 to 35.l$pm$5.9 ml/kg/min, p<0.01) and EXO (from 30.3$pm$5.4 to 33.8$pm$3.8 mㅣ/kg/min, p<0.05) groups. Percent body fat decreased by 3.3% (p<0.01) in the HPE group and by 1.5% (p<0.05) in the EXO group by the end of the experiment, but not in the CON group. Lower back strength and agility increased only in the HPE group. In the HPE group, TC decreased from 168$pm$20 to 155$pm$18 mg/dL and HDL-C increased from 57$pm$l0 to 61$pm$9 mg/dL in HPE (p<0.01). But TC and HDL-C did not change in the EXO and CON groups. TG and glucose did not vary among the groups. Although the EXO group showed a similar outcome to that of the HPE group, a favorable change in body composition and blood lipids as well as an improvement in aerobic capacity was more marginal in the latter group.