The incidence of atherosclerosis and cardiovascular disease (CVD) in women increases following menopause and has been associated with a reduction in circulating estrogen. Increased CVD risk is also perpetuated by sedentary lifestyle. Growing evidence indicates that oxidation of lipoproteins leads to a powerful immune response, disruption of normal lipoprotein function, and deposition of atherosclerotic plaques. For example, once high-density lipoproteins (HDL) are oxidized, they lose the ability to a) participate in reverse transport of cholesterol to the liver, and b) protect low-density lipoproteins (LDL) against oxidation. The purpose of this study was to determine the effects of combining estrogen replacement and exercise upon lipid peroxidation of the HDL fraction (HDL-ox). Blood samples were drawn from 34 post-menopausal women from four groups: women who were not receiving estrogen replacement and who were sedentary (NSD) (n = 9); women who were not receiving estrogen replacement and who were participating in regular exercise (NEX) (n = 8); women who were receiving estrogen replacement and who were sedentary (ESD) (n = 8); and women who were receiving estrogen replacement and who were participating in regular exercise (EEX) (n = 9). Total-HDL cholesterol was significantly higher (p<0.05) in EEX when compared with NEX, NSD, and ESD, HDL-ox was assessed via malondialdehyde (MDA). Mean (± SEM) values for HDL MDA expressed in nM are as follows: NSD = 903.3 ± 118.4; NEX = 1226.7 ± 247.7; ESD = 876.7 ± 116.3; EEX = 537.4 ± 74.8. EEX lipid peroxidation was significantly (p = 0.02) lower than NEX. Lipid peroxidation tended to be lower in EEX than in NSD and ESD (p = 0.07). These data indicate that the combination of estrogen replacement and regular exercise in post-menopausal women may be most effective in reducing oxidation of HDL in vivo.