The purpose of this study was to investigate the influence of aerobic exercise and aerobic with resistance exercise on changes of body composition and serum lipid in obese middle- aged women. The subjects for this study were sixteen obese middle- aged women and thy were denided into two group : aerobic exercise gooup ( AEG n=8) and aerobic with resistance exercise group (REG, n=8) for 10 weeks. The AEG practived the aerobic exercise with treadmill and bicycle ergometer 40 minutes at the intensity of 60`70% HR max, four times a week. The REG practiced the aerobic and resistance exercise duing the same time. Resistance exercise was circuit weight training. Circuit weight training consisted of the 10 item weight and the subject\'s own body weight at level of 40-50% 1RM. And the change of body weight body mass index lean body mass body fat % hody fat and blood samples profiles such as TC, TG, HDL-C, LDL-C have been measured before , by post 10 weeks restextiveily. Statistical analysis were performed with pass 12 softweare and satistical processes were all performed at the significant leel of .05. the results of this study were as follows: 1. Changes in body ocmposition 1) The chahges of weight , BMI fat mass % body fat in the AEG and REG were decreased significantly after 10 weeks of exerise, but there was no significant difference between two groups 2) The change of lean body mass in the REG were increased significantly after 10 weeks of exercise but thre was no fignificant difference between two groups. 2. Changes in serum lipid 10 the change of TC, TG, LDL-C in the AEG and the REG were decreased significantly after 10 weeks of exercise but there was no significant diffence between two groups.