This population-based longitudinal study describes the 4.5-year changes in body composition and body mass distribution in women aged 20-45 years, and characterizes predictors of these changes. Body weight, waist-to-hip ratio, Quetelet index, fat and lean body mass were measured in 404 white menstruating women aged 20-40 at baseline and 4.5 years later (follow-up). Variables considered for predicting body composition differences were hormonal status, menstrual status, parity, diet and physical activity. Average body weight increased 4.3 kg in 4.5 years (6.4 kg increase in fat and 2.1 kg decrease in lean)--a net increase of 7.1% total body fat. Measured predictors were not significantly associated with weight or Quetelet index; however, they were associated with measured amounts of lean and fat. Longitudinally, women who preserved the most lean body mass tended to be nulliparous, to be still menstruating, to have higher testosterone levels, and to smoke. Physical activity was associated with preserving lean body mass. Increasing age and higher follicle-stimulating hormone levels were associated with increasing waist-to-hip ratio. Average body weight showed a steady increase--characterized by an expanding fat compartment and a shrinking lean compartment--with the older women increasing more in waist girth relative to hip girth than younger women. Predictor variables of these changes included hormonal environment, physical activity, smoking behaviour, parity, and oophorectomy.