OBJECTIVE: To evaluate a modi®ed cognitive ± behavioural treatment (M-CBT) for weight management which addresses both the psychosocial costs and the physiological health risks of obesity, without a focus on weight loss. DESIGN: Randomized controlled trial comparing M-CBT with standard cognitive ± behavioural therapy (S-CBT). SUBJECTS: Sixty-three overweight women with body mass index (BMI) ! 28 kgam 2 , mean age 47.5 and mean BMI 35.4. MEASURES: Weight, waist and hip circumference, blood lipids, blood glucose, blood pressure, psychological wellbeing, depression, self esteem, stress, binge eating, eating style, body image, nutrient intake, aerobic ®tness, activity levels, patient satisfaction with treatment. RESULTS: Both M-CBT and S-CBT achieved improvements in a broad range of physical, psychological and behavioural variables. Weight loss in the S-CBT group was greater than in the M-CBT group immediately after treatment, but both groups lost weight. Participants in the M-CBT group continued to lose weight up to the 1 y follow-up. M-CBT was evaluated positively by participants. CONCLUSIONS: Both M-CBT and S-CBT programmes were successful at inducing modest weight loss, as well as improving emotional well-being, reducing distress, increasing activity and ®tness, improving dietary quality and reducing cardio-vascular disease risk factors. The improvements were maintained or continued at 1 y follow-up. These results suggest that treatment based on the new weight-control paradigm which emphasizes sustained lifestyle change without emphasis on dieting, can produce modest bene®ts to health and well-being.