The United States is facing an epidemic of obesity. Educating people to live a healthy lifestyle is critical to win the battle. Many barriers exist to living a healthy lifestyle; however, an often overlooked barrier is an anti-fat bias. Literature has indicated that allied health and physical activity related professionals and pre-professionals exhibit those biases (e.g., Greenleaf & Weiller, 2005), which may unknowingly impede students or clients to obtain a healthy lifestyle. Studies have demonstrated the ability to reduce explicit anti-fat bias using strategies such as service learning and lecture, or reading information about controllability; however, no studies exist to reduce implicit or attitudes operating outside of conscious awareness in pre-professionals. Consciousness-raising, or making students aware of environmental cues that could elicit bias, and evoking empathy has been proposed as a strategies to reduce implicit attitudes. The purpose of the study, therefore, was to conduct a service-learning intervention to reduce pre-professional Kinesiology students' implicit and explicit anti-fat biases. As a part of a test and measurement class, the intervention included evoking empathy through role-playing and hearing an overweight women talk about her stigmatization, consciousness raising, lecture on multi-faceted causes of obesity, service-learning project (administering FITNESSGRAM on elementary aged children), and a reflection paper. Attitude data were collected for 77 students (51 male and 26 female, age M= 21.63, SD=1.49). Participants in the intervention (n=42) and control (n=35) groups completed demographics, an explicit anti-fat attitude test (AFAT) attitude questionnaire and an implicit association test (IAT) before and after the intervention. AFAT had 3 subscales: social character disparagement, physical romantic unattractiveness, and weight control/blame, which had acceptable internal consistency coefficients ranging from .75 to .89. Also, lazy/motivated and stupid/smart constructs were assessed by using the IAT. MANOVA and ANOVAs were used to analyze the data. Overall, participants did not have anti-fat biases on AFAT subscales. As a result of the intervention, significant changes were expressed in the weight control/blame, F(1,69) =5.53, p<.022, and social character, F(1,69)= 9.48, p<.003, which indicates a reduction in explicit anti-fat bias. The ANOVA analyses indicated that participants had implicit anti-fat biases, as reflected on the two IAT subscales before the intervention: the motivated/lazy, F(1,64) = 152.7, p<.0001 and stupid/smart, F(1,65)=123.84, p<.0001. However, the intervention failed to reduce participants' implicit anti-fat bias, which suggests the resiliency of deep-seated attitudes in pre-professionals. More research is warranted to identify effective strategies for reducing students' implicit bias toward obese individuals.Keyword(s): professional preparation