Objective: To determine the effects of fat gain, time, and race on the accumulation of visceral adipose tissue (VAT) in a group of normal-weight premenopausal women. Research Methods and Procedures: Sixty-five women participated in the study (32 African American and 33 white). The mean age of subjects was 34 ± 6 years (range, 22 to 47 years). Eligible subjects were women who had body mass indices <25 kg/m2 at baseline and who had completed evaluations at baseline and at follow-up year 1, without intervention. A subset of subjects was reevaluated annually for up to 4 years. Body composition was assessed by DXA, and VAT was determined from a single computed tomography scan. A linear mixed model was used to examine changes in VAT over time, with total body fat as a covariate Results: Total fat mass was not significantly different between races at baseline and increased significantly in both groups over time (p < 0.001). Time-related increases in total body fat were greater in African-American women (p < 0.01). VAT was significantly higher in white women at baseline (p < 0.01) and increased significantly over time in both races (p < 0.01), but remained higher in white women (p < 0.001 ). Increases in VAT, relative to total body fat, were greater than the increases in total body fat over time, independent of age and race (p < 0.001). Discussion: Gaining total body-fat mass results in a higher increase in VAT, relative to total body fat, regardless of race and age, although African-American women maintain a lower VAT levels across time.