Menopause and the loss of estrogen trigger a deleterious cascade of metabolic and cardiovascular events. Recent data suggest that the menopause transition is associated with changes in body composition that promote a loss of fat-free mass and potentially a decline in skeletal muscle mass that may be related to a decline in energy expenditure, a loss of muscular strength and a decline in physical activity. The mechanisms underlying changes in ovarian function and its influence on skeletal muscle mass, however, are unknown. This brief review examines the impact of the menopause transition on body composition with a particular emphasis on menopause-associated sarcopenia. We also consider the possibility that hormone-replacement may be an effective intervention to offset these changes.