Objectives: The aim of this study was to compare the soft tissue changes influenced by reverse headgear therapy with (RHg+RME) or without (RHg) rapid maxillary expansion with each other and with an untreated Class III control group (C). Study design: RHg group (10 girls, 6 boys, mean chronological age 11.1 years), RHg+RME group (12 girls, 4 boys, mean chronological age 10.8 years) and C group (7 girls, 11 boys, mean chronological age 10.2 years) comprised skeletally Class III patients with maxillary deficiency. Soft tissue measurements were made on lateral cephalograms at the beginning and at the end of the treatment and observation periods. Changes within each group and the differences between the groups were analyzed by paired t-test; the differences between the groups were determined by variance analysis and Duncan test with a significance level p< 0.05. Results: The sagittal depth of nose and maxilla, upper lip height and protrusion were significantly increased in treatment groups and the differences were significant when compared to control group (p<0.05). Conclusion: Forward movement of upper lip was more prominent in RHg group. Reverse headgear treatment with or without RME revealed significant soft tissue changes when compared with a growing Class III control group with the same skeletal characteristics.