Background: The etiology of hormonally related cancers, such as breast and colon, has been linked to hyperinsulinemia and insulin resistance, the insulin-like growth factor (IGF) axis, and obesity. Methods: Data from 57 women (ages 30-50 years) were used to observationally examine cross-sectional and longitudinal relations between body fat (from dual-energy X-ray absorptiometry), insulin, IGF-I, and IGF-binding proteins (IGFBP-1, IGFBP-2, and IGFBP-3). Results: At baseline, participants who had greater than median body fat and insulin levels, >39% and >4.5 microunits/mL, respectively, had 2.3- to 2.6-fold lower IGFBP-1 (P < 0.004) and 1.9- to 2.0-fold lower IGFBP-2 (P < 0.004) compared with other participants; IGF-I and IGFBP-3 levels did not differ by body fat or insulin levels. Over 39 weeks, a 1 microunit/mL reduction in fasting insulin was associated with a 17% increase in IGFBP-1 (P = 0.02) and a 24% increase in IGFBP-2 (P = 0.02) compared with participants who did not reduce insulin; 2.0% loss of body fat over time did not alter IGFBP-1 or IGFBP-2 levels after adjustment for insulin. IGF-I and IGFBP-3 did not change in participants who lost body fat percentage or insulin over time. Conclusions: These observational associations are consistent with the hypothesis that elevated insulin and body fat are associated with decreased IGFBP-1 and IGFBP-2 levels cross-sectionally; they further imply that IGFBP-1 and IGFBP-2 levels may be altered through change in insulin over time. By contrast, no cross-sectional or longitudinal associations were noted between IGF-I and IGFBP-3 with insulin or body fat.