The purpose of this study were to identity face satisfaction and make-up behavior according to their lifestyles of middle aged women. The subjects were 350 women of 40 - 59 years old. The results of this study were as follow: 1. Lifestyle factors of middle aged women were self confidence, leisure activities, interests in appearance, economical efficiency, conservatism, and value-orientation. They were classified into four types of dignified & appearance interested group, passive stagnated group, unconfident & economic group, and value-oriented & leisure group according to their lifestyles. 2. They were satisfied with their eyes, lips, and eyebrows, but not satisfied with face tone, face shape, and skin texture. Total face satisfaction level was over average. The face satisfaction level of dignified & appearance interested group and value-oriented & leisure group were higher than other groups, but that of passive stagnated group was the lowest. 3. They pursued internal beauty and natural makeup, and did not follow trendy colors. Dignified & appearance interested group pursued characteristic, elegant, changeable, and various make-up colors, but value-oriented & leisure group pursued more various, changeable, and trendy colors. They did not prefer trendy products because of high price. Dignified & appearance interested group and unconfident & economic group were highly price-oriented, but value-oriented & leisure group purchased trendy products. 4. Dignified & appearance interested group included working women with not much income, but passive stagnated group included low-educated and non-working women. Unconfident & economic group included low-educated non-working women with not much income, but value-oriented & leisure group included highly-educated working women with high income.