This is a third R21submission proposing to conduct a preliminary evaluation of a lifestyle modification program to improve weight and symptom management in overweight and obese patients with fibromyalgia syndrome (FMS). Literature and our own data suggest that overweight and obesity are quite prevalent in FMS and that obesity may be related to symptom severity, functional impairment, and neuroendocrine dysregulation in FMS. Our data also suggests that obesity may attenuate clinical benefit of activating rehabilitation for FMS. Therapeutic effort to help patients adopt the healthy lifestyle via improving diet and increase physical activities via daily routines have gained increasing recognition as a viable option for weight management and promotion of health in general. In this project, we plan to recruit 80 overweight and obese patients. Eligible patients will undergo a 12 week (2 hours weekly) program;they will be randomly assigned to either 1) Lifestyle Modification Program (LMod) or 2) Supportive Education (SEd). Both programs offer 8 hours of nutritional education. LMod will also provide 16 hours of cognitive-behavioral and motivation enhancement approaches to improve physical functioning via daily routines and coping. SEd protocol focuses on providing basic FMS education and supportive/nondirective discussions. All patients will undergo repeated assessments at pre-treatment, post-treatment and 3 month follow-up, in which they will receive a basic physical examination and complete self-report inventories, blood tests, and 7-day home assessment for daily activity and dietary habit. The project will address three specific aims: 1) To evaluate the effect of the LMod program on daily physical activity, caloric intake, weight loss, and obesity-related QOL, 2) To evaluate the effect of the LMod program on FMS-related symptoms and disability, 3) To evaluate the effect of the LMod program on the neuroendocrine and immunological vulnerability for FMS as well as on the general health indices. We expect that the results from this proposed project will provide informative pilot data to guide future clinical research to maximize treatment outcomes from rehabilitation for FMS patients. PUBLIC HEALTH RELEVANCE Obesity is one of the most significant public health concerns. Obesity in fibromyalgia syndrome (FMS) appears to present further complications for successful management of the illness. This project will help us test a program for improving weight and FMS management and promoting general health.