The purpose of this study was to provide obese middle school girls with walking and behavior modification program(WBMP) by investigating effects of the exercise on their body composition(BC), physical fitness(PF) and metabolic syndrome(MS). Analysis result of the difference between before and after the exercise(paired and independent t-test) was acquired by measuring BC, PF and MS for 12 weeks(60min/day, three a week). 24 Volunteers were 14 years over ${geq}223.64kg/m^2$ and 15 years over ${geq}24.00kg/m^2$. In the body composition, waist circumference(WC), body fat mass(BFM), %fat, arm muscle circumference(AMC), total body water(TBW), physical score(PS) were significant difference between the exercise group(EG) and the control group(CG), also including all factors in PF. The components of metabolic syndrome were significant difference between EG and CG, but HDL-C, systolic & diastolic blood pressure were no difference. The metabolic syndrome factors by separate of waist girth were no difference between EG and CG, but BMI, diastolic blood pressure were significant difference. The prevalence of metabolic syndrome was 4 of 24(16.7%) before intervention, but it dropped from 2 to 1 after intervention in WBMP. The components of metabolic syndrome was distributed a big WC>low HDL-C>high TG>hypertension. The changes of AMC, We, PS, BW, 50m run and BFM effect the factors on BMI(35%), WHR(waist-hip ratio, 69%), HDL-C(42%), fasting blood glucose(65%), HOMA-IR index(34%) and systolic blood pressure(39%) respectively. There were significantly increased in breakfast frequency, walking steps, and meal eating period, but decreased in snacks and eating out in exercise group.