This study examined changes in body fat distribution in 68 women who lost an average of 12.3 kg from an initial weight of 103.6 kg. Weight reduction was accompanied by a small but statistically significant reduction of 1.2% in the waist-to-hip ratio, suggestive of a reduction in upper-body obesity. Subjects with greater upper-body obesity tended to achieve greater reductions in the waist-to-hip ratio. Changes in five circumference measures were highly correlated with losses of fat and showed that subjects with lower-body obesity tended to lose large amounts of fat from both their upper and lower fat depots while subjects with upper-body obesity lost fat primarily from their upper depots. Women with lower-body obesity tended to lose more total body fat than did women with upper body obesity (r = -0.26, p less than 0.04).