PURPOSE: To examine the effect of the exercise therapy, and exercise-behavior modifi- cation therapy on obesity, blood lipids and self-esteem of the obese middle-aged women. METHOD: A total of 35 middle-aged women (BMI: over 30) were selected for this research. Walking at a 50% intensity was administered 4 days a week for 12 weeks, while the behavior modification therapy performed for 60~90 minutes per week for 12 weeks. RESULT: Body weight and BMI has significantly reduced in the case of EG and E.BG. The result of comparing body weight between groups showed significant difference between EG and CG, and E.BG and CG whereas BMI showed significant difference between EG and CG only. TC, TG, LDL-C, %TC/HDL-C have shown significant decrease in EG and E-BG, while HDL-C displayed significant increase in EG and E.BG. And HDL-C showed significant decrease in CG. As for comparison between groups, significant difference was noted in EG and CG, and E.BG and CG at TC, HDL-C, LDL-C, and in EG and CG at %TC/HDL-C. Self-esteem displayed significant increase in EG and E.BG; however, there was no significant different in CG. As for comparison between groups, there was significant difference noted in E.BG and CG only. CONCLUSION: The results showed that the exercise therapy and the exercise-behavior modification therapy were effective in changing obesity, blood lipids and self-esteem of the obese middle-aged women.