Concern about weight gain after quitting smoking is common among women, however, little is known about the characteristics of women concerned about this weight gain. We characterized concerns about smoking and weight, smoking behaviors and eating attitudes among weight-concerned women smokers. Women (N= 219) were participants in a larger trial comparing different approaches to treating postcessation weight gain concerns, and endorsed considerable concern about postcessation weight gain. Women completed assessments of smoking behavior, nicotine dependence and eating attitudes prior to beginning treatment. Although weight-concerned women smokers expected to gain 16.5 lb after quitting, most were willing to tolerate a weight gain of only 5 lb. A substantial number expressed unwillingness to gain any weight at all. However, weight-concerned women did not have elevated nicotine dependency or aberrant eating attitudes. Thus, although weight-concerned women smokers expected to gain large amounts of weight after quitting, they expressed a willingness to tolerate only minimal weight gain. The discrepancy between expected and tolerable weight gain may undermine efforts to quit smoking in this group of women.