Early stages of atherosclerosis are commonly noted in youth. The present study was designed to examine the effects of lifestyle modification in 19 overweight children (age 8-17) who were placed on a high-fiber, low-fat diet in a 2-week residential program where food was provided ad libitum and daily exercise (2-2.5h) was performed. In each subject, pre- and post-intervention fasting blood was drawn to measure serum lipids, oxidative stress marker 8-isoprostaglandin F2alpha (8-iso-PGF2alpha) and generating enzyme myeloperoxidase (MPO), soluble intracellular adhesion molecule (sICAM)-1 and sE-selectin as indicators of endothelial activation, the inflammatory protein C-reactive protein (CRP) and total matrix metalloproteinase-9 (MMP-9). Using subject sera and human aortic endothelial cell (HAEC) culture systems, monocyte chemotactic protein-1 (MCP-1) production, as well as nitric oxide (NO), superoxide and hydrogen peroxide production were measured in vitro by fluorometric detection. After 2 weeks, significant reductions (p<0.05) in all serum lipids (except HDL cholesterol), 8-iso-PGF2alpha, MPO, sICAM-1, sE-selectin, CRP, MMP-9, and cellular MCP-1 production were noted. Additionally, there was a significant decrease in cultured, serum-stimulated HAEC production of superoxide and hydrogen peroxide, and a concomitant increase in NO production (all p<0.01), These results indicate amelioration of several traditional as well as novel factors associated with atherosclerosis after lifestyle modification, even in youth without documented disease.