42 sedentary women (33±7 yrs, 164±7 cm; 93±19 kg; 46±7% body fat, 35±6 kg/m2) were randomized to participate in the Curves (C) or Weight Watchers (W) weight loss programs for 16‐wks. Participants in the C program followed a 1,200 kcal/d diet for 1‐wk and 1,500 kcal/d diet for 3 wks (30:45 CHO:PRO). Subjects then ingested 2,000 kcals/d for 2‐wks (45:30 CHO:PRO) and repeated this diet while participating in the Curves with Zumba program 3‐d‐wk. Remaining subjects followed the W point‐based diet program, received weekly counseling, and were encouraged to exercise. DEXA body composition and REE measurements were obtained at 0, 4, 10, & 16 wks and analyzed by MANOVA. Subjects in both groups lost a similar amount of body weight (C −2.7±2.3, −4.9±3.8, −5.4±4.1; W −2.9±1.6, −5.7±2.9, −6.7±4.3 kg, p=0.31). However, subjects in the C group experienced significantly greater loss in fat mass (C −4.2±6.4, −4.8±6.2, −6.5±4.1; W 0.2±6, −1.0±7.3, −2.6±7.9 kg, qp=0.03) and reductions in percent body fat (C −3.3±6.3, −3.0±5.9, −4.8±6.7; W 1.1±6.7, 0.3±8.7, −1.0±8.3 %, qp=0.06) while FFM was increased in the C group and decreased in the W group (C 1.6±5.2, 0.1±4.8, 1.2±5.0; W −2.5±5.6, −3.7±6.5, −3.4±5.7 kg, p=0.02). REE values increased over time and were non‐significantly higher in the C group. Results indicate that participation in the C program promotes more favorable changes in body composition than participation in the W program.