Fat distribution, especially increased visceral fat, may be as important as overall obesity in increasing risk of heart disease, type 2 diabetes and certain cancers. Risk of disease, as well as visceral fat, increases dramatically with age. Cross-sectional data suggests that increased risk of disease may be largely prevented if the age related increase in visceral fat does not occur. The objective of this short review is to present data that shows visceral fat increasing over 200% in men and 400% in women between the 3rd and 7th decades, show that a combination of weight gain, loss of muscle, and a shift from peripheral to central fat patterning contributes to this increase, and identify hormones that may be responsible for the shift. Finally, the review will show how participation in exercise can slow the age related shift in visceral fat.