The purpose of this study was to investigate the effects of dumbell exercise on body composition, physical fitness and bone metabolism of elderly women. It was also to provide a basic guideline by an aging person for health promotion and to develope an exercise program. The subject of this study were composed of 11 elderly women for over age of 65, they performed exercise for 1 hour for 3-days each week for a period of 12 weeks. The pair t-test was applied to analyze the differance before exercise and after exercise at the 0.05 level of significance. The results of this study were as follows ; 1. After 12-weeks of dumbell exercise there was a reduction of weight by 1.47kg, body fat decreased by 2.15% (P ＜.001) and the gain of muscle mass was 0.33kg (P ＜.05). There was also an increasement in muscular strength by 3.99kg, muscular endurance increased by 3.6 frequency balance increased by 3.38 sec, flexiblity increased by 1.36cm (P ＜.05) 2. The effects of dumbell exercise appeared to show a significant increasement in balance (0.9 /99.7%) and a moderate increasement in muscular strength (0.67/20%). There was also a small increasement in : body fat (0.43/6.29%), (0.3/7.6%), body weight (0.18/2.5%), muscular endurance(0.15/21.8%) and muscle mass (0.33/0.96%).