Adult rats were fed a low fat (4%) or a high fat (40%) diet, and groups of other rats selected for good running were fed these two diets and were treadmill exercised 5 days a week for 6 weeks. The serum triglycerides were significantly lower in exercised rats fed the low fat diet, but not in those fed the high fat diet, as compared with corresponding controls. The liver lipids were vastly elevated in sedentary rats fed the high fat diet as compared with those fed the low fat diet. An interesting effect of exercise was reflected by the near normal liver lipid levels in rats fed the high fat diet and exercised. However, in these animals, the muscle concentration of cholesterol was significantly higher than that in all other groups. The very low density lipoproteins tended to be lower while the low density lipoproteins tended to be greater in exercised as compared with sedentary rats. It was suggested that the decline in very low density lipoproteins was due to decreased synthesis resulting from adaptive changes in the exercised animal. It was further postulated that the increase in low density lipoproteins was possibly due to increased synthesis necessitated by the need to enhance the catabolism and excretion of cholesterol in exercised animals.