The hypotheses that dieting and/or overeating are associated with adiposity, eating disturbances, and lowered energy expenditure were tested in this study. A sample of 44 premenopausal women scoring high and low on measures of dietary restraint and disinhibition of dietary control, as measured by the Three Factor Eating Questionnaire, was studied. A 2 x 2 factorial design was employed (High/Low restraint x High/Low Disinhibition). Dependent variables were: body composition, dietary intake, activity, resting metabolic rate, and thermic effect of food. Unrestrained overeaters (Low Restraint/High Disinhibition group) were very obese. High Dietary Restraint was associated with intent to diet and controlled eating. High scores on the Disinhibition Scale were associated with episodic overeating. Groups did not differ in resting metabolic rate (controlled for fat-free mass). Lower thermic effect of food was found to be associated with the obesity found in High Disinhibition subjects. Thus, Dietary Restraint was not associated with significant adverse effects upon physical or psychological health. High Disinhibition, however, was associated with adiposity and significant disturbances of eating.