PURPOSE: The purpose of this study was to determine whether the health behaviors of overweight (OW) children were different from normal weight (NW) children enrolled in a community based physical activity (PA) and nutritional counseling program. METHODS: 142 children (28 boys and 114 girls) aged 10–14 yrs volunteered to participate in a 12 week program focused on nutritional and PA counseling at four YMCA's in Eastern Massachusetts. Height and weight were measured at baseline and body mass index (BMI) was calculated. Children also completed the CDC's Youth Risk Behavior Surveillance Survey for Middle School children. Selected physical activity, nutritional knowledge and sedentary behavior questions were analyzed. Using the CDC'S BMI for age and gender charts, children were divided into two groups: >95th percentile (n=44) and <95th percentile (n=98). Independent t-tests were used to compare age and BMI between groups and chi-square tests were used to compare groups in the proportions engaging in healthy behaviors. Significance was set at p <0.05. RESULTS: BMI was significantly different between groups (29.4±5.8 kg/m2 OW versus 19.4±1.8 kg/m2 NW). Groups were not different in age (12.0 ±1.4yrs OW versus 12.1 ±1.4 yrs NW). There were no differences between groups in the proportions of children who reported 3 or more days of PA in the past week. The proportions of children who did not play on a sports team in the past year were also not different. The percent of children with a television in their bedrooms was 53.5% for the NW and 70.1% for the OW (p <0.05). However, the proportion of children who watched more than 2 hours of television per day was not different between the NW and OW. For nutritional intake, the OW and NW groups were not different in the percents who consumed 2 or more fruits or vegetables per day or for those who consumed fast food more than 2 times per week. 89.5% of the OW classified themselves as overweight versus 47.7% of the NW (p <0.05). The percent who were currently trying to lose weight were also different (72.1% NW and 90.8% OW, p <0.05). A significant difference (p<0.05) in percent between groups who used exercise to lose weight (75% NWvs. 36.8% OW), but no difference in percent who used dieting. CONCLUSIONS: The results did show that a higher percentage of the OW group classified themselves as overweight indicating a high self-awareness of children regarding their weight. Nevertheless, few differences existed in self-reported PA, diet, or TV behaviors between OW and NW middle school-aged girls and boys, suggesting that methods other than self-reporting may be beneficial to evaluate true differences in lifestyle factors related to weight.