Fat and sugar reduced yellow layer cake system was developed with varied replacement level of 30%, 60%, and 90% for AD(amylodextrin) and 10%, 30%, and 50% for PD(polydextrose). Physicochemical and sensory characteristics were investigated and optimum replacement level was also decided using response surface methodology. Sample groups of PD10AD30 had significantly the lowest specific gravity and viscosity, indicating the stable batter system with high air incorporation. Sample groups with PD10AD90 showed the highest volume index and were not significantly different from those of the PD10AD30. Sensory results indicated that PD30AD30 were significantly the most springy and moist, and the least hard of all sample groups. Sample groups with PD10AD90 had the least adhesiveness value. To establish the optimum substitution level using RSM, the restriction level was set up as moistness over five point, hardness under five points, and adhesiveness under four points. The optimum substitution level was 20% for PD and 88% for AD.