After a three month weight loss phase involving the use of meal replacements, participants are randomized into different weight loss maintenance conditions. Aim 1: To test the hypothesis that the meal replacement (MR) and reduced energy density eating (REDE) interventions, when added separately to the LEARN program, will produce superior weight loss maintenance compared to a LEARN-only intervention. Aim 2: To test the hypothesis that the weight loss maintenance condition that combines MRs and REDE will produce better maintenance of weight losses than either individual component and than the LEARN-only condition. Aim 3: To test the hypothesis that the two conditions receiving the REDE intervention will experience longer-lasting improvements in the energy density and nutritional composition of the diet compared to the two non-REDE conditions.

Inclusion Criteria:

• BMI of 30, or BMI of 27 with weight-related comorbidities
• Access to a telephone and voice mail/answering machine
• MUST be seeing a primary care physician working with us on this study (in the greater Philadelphia area)

Exclusion Criteria:

• Previously/currently diagnosed with an eating disorder
• Current bi-polar, depression, substance abuse, or dependence disorder
• Living with someone already enrolled
• Enrolled in another weight loss program
• Current disorder/medications affecting body weight or energy expenditure (e.g. thyroid disease)
• Myocardial infraction within the past three months
• Unstable angina
• Nephrotic syndrome/malabsorptive disease
• Gout attack within the past year
• Lactating/pregnant (or planning within next two years)
• Current/recent history of cancer, neurological disease, high creatinine levels, active hepatic disease