This study was carried out in order to investigate the browning reactions of fish oil-amino acid model system and the properties of browning products. The lysine was added to the hair tail fish and mackerel oil, and incubated at $40^{circ}C$ for 178 hours. Browning was rapidly developed with the begining of decline in PoV and CoV and a remarkable decrease in such polyunsaturated fatty acids as $C_{20:5},;C_{22:5},;C_{22:6}$ compared with the other fatty acids, was resulted. And among the polyenoic acids the role of $C_{22:6}$ was considered to come first as appeared in the test with authentic samples. In the water soluble fraction of the browning products obtained from the fish meat or the lysine added fish oil, some antioxidation activity was detected. But in the liposoluble fraction which covers most of the browning reactions in the fish meat, little antioxidation activity was detected. And all of the browning products provided in this experiment shelved very low reducing activity.