Using the exercise and self-esteem model as a guiding framework, this study examined variables related to body image change among 88 overweight and obese women (M(age)=28.4±7.8; M(BMI)=31.6±3.5) participating in a 16-week diet and exercise weight-loss intervention. Measures of body image and potential mechanisms of body image change (actual and perceived physical changes, self-efficacy) were administered at baseline, Weeks 8 and 16. Body image improved significantly over the study time-points (ps