Background: Waist circumference (WC) is positively associated with morbidity and mortality with or without control for hip circumference (HC) or body mass index (BMI; in kg/[m.sup.2]). This association is thought to be explained by an expanded visceral adipose tissue (VAT) depot. Conversely, HC and BMI are negatively associated with morbidity and mortality after control for WC. Whether this inverse association is explained in part by the ability of HC and BMI to identify subjects with increased subcutaneous adipose tissue (SAT), increased skeletal muscle (SM) mass, or decreased VAT after control for WC is unclear. Objective: We examined the independent associations between WC, HC, thigh circumference (ThC), and BMI with VAT and total, lower-body, and abdominal SAT and SM. Design: Total and regional body composition were measured in 256 white men and women with magnetic resonance imaging. Results: WC, HC, ThC, and BMI were all positively correlated with total, lower-body, and abdominal SAT and SM and with VAT. After statistical control for WC, HC, ThC, and BMI remained positively associated with total, lower-body, and abdominal SAT and SM (men only) but were negatively associated with VAT (P < 0.05). HC (P < 0.05) but not BMI (P > 0.10) or ThC (P = 0.06) remained negatively associated with VAT after further control for age. Conclusions: HC, ThC, and BMI are positively associated with total, lower-body, and abdominal SAT and SM but negatively associated with VAT after control for WC. However, only HC remained negatively associated with VAT after control for age and WC. KEY WORDS Body composition, magnetic resonance, obesity, skeletal muscle