The purpose of this study was to investigate the effects of aqua-exercise program on fitness and blood factors in the elderly women. Subjects were fifteen members living in Daejon(15 females), between 65 and 77 years of age. The subjects was put in the aqua-exercise program for 8 weeks, between July and september, 2001. The results of this study were as follows : 1. After the exercise program, there are significant differences of Fat Mass(p<0.05), Fat Distribution(p<0.01), Obesity(p<0.01), Soft Lean Mass(p<0.05). 2. After the exercise program, subjects showed Meaningful increase of SGOT(p<0.01), SGPT(p<0.001).