The aim of this study was to evaluate body composition and metabolic features in women with nonhypersecretory adrenal cortical incidentaloma (AI) and women with Cushing's syndrome (CS) compared with healthy control (C) women matched for age, menopausal status, and body mass index. We examined 15 females with CS, 22 with AI, and 20 C. We evaluated anthropometric, hormonal, and metabolic parameters in all subjects. Body composition was measured by dual-energy x-ray absorptiometry for total body (TB); in addition, abdominal fat was measured between L2 and L4 vertebrae. Women with CS and AI were overweight; waist to hip ratio mean values showed that women with CS and AI had a central fat distribution. TB fat was significantly higher in CS than in C women, however, AI women also had high fat values. Abdominal fat was significantly more increased in CS than in AI and C women. Eighty percent of CS women and 50% of AI women were hypertensive. High density lipoprotein cholesterol levels were lower and triglyceride levels were higher in CS and AI women than in C. The area under the curve for glucose after oral glucose tolerance test was significantly higher in CS and AI than in C. AI had urinary free cortisol values slightly higher than C and than the normal range. In conclusion, these data indicate that AI are at an intermediate state between normal and pathological. These alterations suggest that a subtle cortisol hypersecretion is probably present in AI and it may be the factor promoting alterations of body composition and metabolic parameters.