This paper examined the hypothesis that both waist and hip circumferences provide additional information on the progression of preclinical atherosclerosis, quantified by carotid intima-media thickness (IMT) assessed by ultrasonography. The study sample included 102 women 60 to 70 years of age who were followed for 12 years. There was a significant increase in the 12-year progression of carotid IMT from the first to the top waist circumference tertiles even after adjusting for age, smoking, systolic blood pressure, LDL and HDL cholesterol, and glucose levels. This association was no longer significant after further adjustments for hip circumference or BMI. However, even after adjusting for waist circumference and BMI, women with a high (top tertile) hip circumference had a significant increase in carotid IMT compared to women with a low (first tertile) hip circumference. Carotid IMT was greatest among women with an elevated waist circumference (>83 cm) and reduced hip circumference (≤98 cm) (p=0.003 for interaction). These results suggest that overall obesity irrespective of body fat distribution speeds the progression of preclinical atherosclerosis and that a lower relative accumulation of hip fat speeds the progression of atherosclerosis even more.