Controversy exists regarding the extent to which age, menopausal status, and/or lifestyle behaviors account for the increased weight, fat mass, and central adiposity experienced by midlife women. To address this question, the authors longitudinally examined the relations of aging, menopausal status, and physical activity to weight and waist circumference in 3,064 racially/ethnically diverse women aged 42-52 years at baseline who were participating in the Study of Women's Health Across the Nation (SWAN), an observational study of the menopausal transition. Over 3 years of follow-up (1996-1997 to 1999-2000), mean weight increased by 2.1 kg (standard deviation (SD), 4.8) or 3.0% (SD, 6.5) and mean waist circumference increased by 2.2 cm (SD, 5.4) or 2.8% (SD, 6.3). Change in menopausal status was not associated with weight gain or significantly associated with increases in waist circumference. A one-unit increase in reported level of sports/exercise (on a scale of 1-5) was longitudinally related to decreases of 0.32 kg in weight (p < 0.0001) and 0.10 cm in waist circumference (not significant). Similar inverse relations were observed for daily routine physical activity (biking and walking for transportation and less television viewing). These findings suggest that, although midlife women tend to experience increases in weight and waist circumference over time, maintaining or increasing participation in regular physical activity contributes to prevention or attenuation of those gains.