Objective: To prospectively evaluate whether childbearing leads to development of overweight in women and to evaluate the role of other known risk factors. Research Methods and Procedures: A prospective, multicenter observational study, the Coronary Artery Risk Development in Young Adults (CARDIA) Study from 1986 to 1996, examined subjects at baseline and in follow-up years 2, 5, 7, and 10. Included were 998 (328 black and 670 white) nulliparous women, age 18-30 years, who were not overweight at baseline. Relative odds for incident overweight (BMI≤ 25 kg/m2) associated with parity change (0, 1, or 2+) and risk factors were estimated using discretetime survival models adjusted for baseline and time-dependent covariates. Results: Parity change-association with development of overweight depended on smoking habit (interaction, p< 0.001). In multivariate adjusted models, 1 and 2+ births vs. 0, respectively, were associated with increased risk for development of overweight among never smokers [odds ratio (OR)= 2.66; 95% confidence interval (CI): 1.80, 3.93, and 2.10, 95% CI: 1.24, 3.56] and decreased risk among current smokers (OR= 0.41; 95% CI: 0.17, 0.96, and 0.36, 95% CI: 0.08, 1.65). Risk was increased for black vs. white race (OR= 3.49; 95% CI: 2.59, 4.69), frequent weight cycling (OR=1.45; 95% CI: 1.03, 2.04), and high school education or less (OR=2.21; 95% CI: 1.50, 3.26) and was decreased for highest physical activity quartile (OR=0.62; 95% CI: 0.43, 0.90). Discussion: Childbearing contributes to development of overweight in nonsmokers but not in smokers, where development of overweight is less likely in women who bear children. Race, education, and behaviors are important factors in development of overweight in young women. Copyright © 2004 NAASO.