The years surrounding the menopause are associated with weight gain, increased central adiposity, and decreased physical activity. While weight change occurs independent of menopausal status, adverse changes in body fat distribution and body composition may be due to hormonal changes occurring during the menopausal transition. The one factor most consistently related to weight gain is physical activity. To avoid weight gain, women should make regular physical activity a priority. Although HRT use is widely believed to cause weight gain, data from the PEPI trial do not support this belief. Moreover, HRT may have a protective effect in reducing central adiposity, although more long-term studies using CT or MRI to measure visceral fat are needed to confirm this hypothesis. Data from the Women's Healthy Lifestyle Project provide clear evidence that weight gain and increased waist circumference, along with elevations in lipid levels and other CHD risk factors, are preventable through use of lifestyle intervention in healthy menopausal-aged women. Given the prevalence and chronic course of obesity, weight gain prevention should be recognized as an important health goal for women before they approach menopause.