Purpose: The purpose of this study was to identify the effect of BeHaS exercise program on the upper body function(muscle strength, muscle endurance, flexibility) in middle-aged women. Method: Middle-aged women were recruited in the community the study was conducted from August 2005 to December 2005. Twenty-two experimental subjects were selected from P area, eighteen control subjects were selected from A area. The experimental group carried out the program two times a week for 12 weeks. Muscle strength(grip strength, pinch strength), muscle endurance (push-up), flexibility were measured. Data were analyzed with $x^2$-test, t-test, and ANCOVA using SPSS WIN 11.5. Results: 1) Left grip strength and right pinch strength of the experimental group were significant differences after the BeHaS exercise program. 2)Muscle endurance of the experimental group(t=3.14, p=0.015) was significant difference after the BeHaS exercise program. 3) Left and right flexibility showed no significant differences after the BeHaS exercise program. Conclusion: The results suggest that BeHaS exercise program would partially improve upper body function of middle-aged women. Further studies are necessary in order to determine the effects of flexibility after BeHaS exercise program.