Situation-based need states underlie food choices during eating occasions among midlife women. The study objective was to determine intervention-dependent changes in weight and eating behavior after individual nutrition counseling tailored to need states. Women (mean age=50 yrs; BMI=27.8 kg/m2 were randomly assigned to an intervention (n=185) or control (n=169) group. Intervention included 10 hrs of individual counseling by a registered dietitian to increase intake of fruit, vegetables, and whole grains and decrease intake of fats and sweetened beverages within the context of the top 3 most commonly experienced need states. Food and nutrient intakes (3-day food records) and anthropometrics were assessed at baseline and 6 months. No significant anthropometric differences were noted between groups at 6 months. However, significant decreases in weight (−0.5 kg, P = 0.037), BMI (−0.2 kg/m2, P = 0.049) and waist circumference (−0.9 cm, P = 0.027) were observed within the intervention group. Intakes of saturated fat and energy after the intervention were lower in the intervention vs. control group (−1.8 g, P = 0.034) and (−94 kcals, P = 0.052), respectively. Results indicate that if sustained, changes based on counseling tailored to individual need states may help prevent weight gain in midlife women. Support from National Research Initiative, USDA National Institute of Food and Agriculture. Grant Funding Source: USDA