Normal-weight obesity (NWO), defined as a normal body mass index (BMI), but possessing a high body fat percentage (BF), has been associated with increased risk for cardiovascular disease (CVD) comparable to women with obesity. Following menopause, fat redistribution and increased risk for dyslipidemia are common; however, the effect of menopausal-related shifts in fat distribution and lipids and lipoproteins in NWO women remains to be determined. PURPOSE: To determine the influence of menopausal status on changes in regional abdominal and hip fat masses and lipids and lipoproteins in NWO women. METHODS: Sedentary, non-smoking women (n=214), not taking medications for the treatment of dyslipidemia, were grouped based on two categories: 1) menstrual status: premenopausal (PRE) or postmenopausal (POST) and 2) BF status: non-obese (BMI <25 kg/m2 and BF <36%), NWO (BMI <25 kg/m2 and BF >36%), or obese (BMI >25 kg/m2 and BF >36%). Fasting (12 hr) serum samples were analyzed for lipid and lipoprotein-cholesterol concentrations. Percent BF and abdominal and hip regional fat masses were quantified by DXA. A 2x3 ANOVA was used to identify differences between groups. Statistical significance was set at P<0.05. RESULTS: Independent of menopausal status, both abdominal and hip fat mass in NWO was 27-39% (P<0.001) greater than non-obese women, but 37-43% (P<0.001) less than obese women. Cholesterol was greater in non-obese (186±33 vs. 212±28 mg/dL, P=0.001), NWO (196±35 vs. 219±26 mg/dL, P=0.028), and obese (201±34 vs. 223±25 mg/dL, P=0.005) POST women when compared to PRE women. LDL-C was not different between non-obese PRE and POST women; however, LDL-C was greater in POST women who are NWO (111±36 vs. 131±25 mg/dL, P=0.034) and obese (121±30 vs. 138±23 mg/dL, P=0.017) when compared to PRE women. In contrast, HDL-C was lower in only non-obese POST women (62±13 vs. 75±14 mg/dL, P < 0.001) when compared to non-obese PRE women. In POST women, only HDL-C was significantly lower (62±15 vs. 75±14 mg/dL, P=0.010) in NWO than non-obese women. CONCLUSIONS: Based on these findings, menopausal status was not associated with a change in fat distribution; however, the age-related changes in lipids and lipoproteins appear to be due to a change in menopausal status, not shifts in fat distribution.