This prospective study sought to investigate the changes of body composition and body fat distribution with menopausal transition during a 30-month follow-up. The study population was composed of 438 healthy women aged 45-55 years from the Hong Kong Perimenopausal Women Osteoporosis Study. Overall, a trend towards a decrease in lean mass and an increase in the % body fat, trunk fat mass and trunk/leg fat mass ratio was observed. However, changes were more important among postmenopausal women and those undergoing menopausal transition. After adjusting for age and other potential confounders, menopausal status remained a significant predictor of the increase and redistribution of fat mass. Thus, these results suggest that menopausal transition was associated with acceleration in the accumulation of abdominal adipose tissue in Chinese women.