Introduction: Dyspnea on exertion (DOE) is a common symptom experienced by 40% of healthy obese women. Dyspnea has at least two dimensions: a sensory (intensity) and an affective dimension. The affective dimension was measured in this study by unpleasantness and negative emotions (i.e., depression, anxiety, frustration, anger, and fear) related to DOE, measured as rating of perceived breathlessness (RPB). Purpose: To examine whether RPB during exercise was associated with unpleasantness and negative emotions and the relative exercise intensity and to examine whether 12-week exercise training can reduce unpleasantness and negative emotions related to breathlessness in healthy obese women. Methods: A secondary analysis was conducted from data collected from an interventional study. Volunteers underwent body measurements, underwater weighing, pulmonary function testing, and a constant-load cycle test (60 watts). RPB, unpleasantness, and negative emotions related to DOE were obtained. Results: There was a positive relationship (n = 74) between RPB and unpleasantness (r = .61) and RPB and anxiety (r = .50). There was a relationship (n = 52) between unpleasantness and %VO₂max, r = .28 as well as %HRmax r = .38; anxiety and %HRmax, r = .28 (p < .05). Unpleasantness and anxiety were different between groups (n=55). Unpleasantness was higher in the +DOE group (M = 3.91, SD = 2.29) than the–DOE group (M = 1.37, SD = 2.01), t(53) = 4.27, p = < .0001; Anxiety was higher in the +DOE group (M = 2.76, SD = 2.99) than in–DOE group (M = 0.72, SD = 1.23), t(41.95) = 3.45, p = < .001. Within group analysis (n = 13) showed that participants in +DOE experienced a decrease in unpleasantness after 12-week exercise training (p = .013; paired t test). There was a main effect of exercise on unpleasantness (p = .0307) and a group x training interaction (p = .0285) indicating that persons with DOE prior to the exercise intervention experienced less unpleasantness after the intervention. Conclusion: Unpleasantness and anxiety have been identified as the most common symptoms associated with RPB. Healthy obese women who engage in physical activity may experience higher rates of unpleasantness and anxiety based on their relative intensity of exercise. In addition, women with DOE who experience unpleasantness as an associated symptom could possibly decrease the level of unpleasantness if they engage in an exercise-training program.