Body image has been shown to be influenced by weight loss. Little attention however has been devoted to personal evaluations of physical fitness (fitness evaluation) or the extent to which individuals psychologically invest in improving fitness (fitness orientation) during periods of weight loss. PURPOSE: The purpose of the present study was to examine the relation between fitness evaluation (FE) and fitness orientation (FO) subscales with other body image ratings and physiological measures of fitness during a twelve-week behavioral weight loss program. METHODS: Thirty overweight, sedentary women (age= 42.5 ± 8.5 years, BMI= 29.3 kg/m2 ± 3.2) participated in a twelve-week behavioral weight loss program which reduced energy intake to 1200–1500 kcal/day and dietary fat to <30% of total calories. Subjects were progressively increased to 40 min/day, 5 days/week of home-based walking exercise. Body image was assessed using Multidimensional Body-Self Relations Questionnaire (MBSRQ) subscales. Cardiorespiratory fitness was measured using time to reach 85% of age-predicted maximal heart rate during a submaximal test on a treadmill. RESULTS: Time to reach 85% of age-predicted maximal heart rate significantly increased over the 12 week intervention (10.3+3.0 min vs. 12.5+3.4 min, p< 0.00). Baseline FE and FO were positively associated with baseline cardiorespiratory fitness (r=0.55 and 0.53, respectively). Change in FO was positively associated with baseline FO, changes in appearance evaluation and orientation and change in cardiorespiratory fitness (r=0.40, 0.65, 0.37 and 0.39, respectively). Furthermore, positive change in FO was associated with 12-week scores of appearance orientation, health orientation and overweight preoccupation (r=0.38, 0.37, and 0.51, respectively). CONCLUSION: These findings demonstrate that individuals with higher scores of FO at baseline had the greatest change in FO at 12 weeks, which was positively associated with changes in other perceived personal fitness constructs and fitness improvements. Exercise interventions should target strategies for improving FO and FE as this may have implications for exercise adoption and maintenance during weight loss. Supported by a Research Incentive Grant from the University of Louisville