The purpose of this study was to understand the therapeutic and non0therapeutic experiences of cognitive-behavioral group therapy for binge eaters. Nine female binge eaters were included in this study. All subjects were female, whose average age was 27.4, seven of them were diagnosed with bulimia nervosa, one of them was anorexia nervosa, and other one was eating disorder NOS. Duration of illness was 6.1 years in average. Cognitive-behavioral group therapy was provided for binge eaters from July to september, 1997. Group CBT originally developed by Fairburn & Wilson(1993), we restructured it to 10 sessions weekly for this study. Data were collected through recording the process of CBT. Content analysis was applied to identify similar content and confirm common experiences. Thirty three themes were conformed in the analysis. Binge eaters had experienced happiness with weigh loss, preoccupation with dieting, pain related binge and purge, loneliness, and depression in the pre-stage of CBT. In early stage, they got hope for curing and shared mutual feeling about their eating problem each other. They acknowledged pattern of their eating through self-monitoring. But patients who didn`t establish trust on therapist didn`t comply the prescription. They also showed fear of loss of control and anxiety for weight gaining. In the middle stage, patients who have complied regular prescriptions experienced weight maintenance, although they had each of meals as well as snacks regularly three times a day. This is the reason that their binge eating was decreased remarkably. In spite of that, some of them continued to have ambivalence between continuing and stopping dieting. It brought resistance to therapy process. And sudden stress events made them overeat. Their eating patterns were not stabilized yet in the middle stage. In the late stage, they were growing to explore internal meaning of binge eating, for example aloofness and anger to their parents lead to overeat. So they got understood themselves, and changed their attitudes towards life and eating. But conflict with their family members, especially with husband or parents and stress events still continued to be a reason to make them overeat occasionally. In the post-stage of CBT, they have experienced internalization of therapeutic factors and improved eating behaviors by changing of lifestyle. But stress event and family conflict made tem binge occasionally, so they need consistent supports from members and therapist after CBT. In conclusions, trust on therapist, compliance with prescriptions of regular eating, happening of stress events were most important factors in analysis of experience of CBT. The study findings suggested that individual-based meeting should be provided to establish trust on therapist in early stage.