A group of overweight persons who achieved a substantial weight loss over a 6-month period were compared with a group of overweight persons who showed an unsubstantial weight change and a normal weight control group. All groups were evaluated before the weight program began and at a 6-month follow-up. The substantial weight loss group showed a number of significant changes after weight reduction. Body image rating shifted in the direction of evaluating onself as less heavy, eating was rated as less good and more heavy, and a greater feeling of self-control was indicated. Over time, the change group learned to limit the number of emotional and environmental cues that were discriminative stimuli for eating behavior. There also were more frequent reports of eating in response to cues of hunger after substantial weight loss.