This study investigated whether or not a relationship exists between ventilation and oxygen uptake at 40% and 85% of V02 peak intensity in 30 upper body fit and 30 unfit 18- 35-year-old women. The correlations between ventilation and oxygen uptake at 40% of peak intensity for the fit group (r = -.51) and the unfit group (r = -.48) were modestly negative. At 85% intensity the relationship between ventilation and oxygen uptake in the two groups was -.44 and -.66, respectively. The lower correlations between ventilation and oxygen uptake observed at the 85% level of peak intensity among the unfit group could be due to a lower ventilatory threshold (66% = fit; 49% = unfit), lesser local muscle changes, along with reduced lactate and C02 management; all of which would be improved with training.