With aging, women's bodies undergo changes that can affect body image perception, yet little is known about body image in midlife. The purpose of this study was to examine associations between body image and depressive symptoms in Caucasian and African-American midlife women from the Study of Women's Health Across the Nation (SWAN) Chicago site. Body image was measured using the Stunkard Adult Female Figure Rating Scale, and a clinically significant level of depressive symptoms was defined as Center for Epidemiologic Studies Depression Scale (CES-D) score of ≥16 (N=405; N=63 (15.6%) with clinically significant levels of depressive symptoms). Differences between perceived actual, perceived ideal, and actual body size and responses to questions concerning weight satisfaction and attractiveness were examined using logistic regression for associations with a CES-D score of ≥16. Women with body image dissatisfaction (odds ratio (OR)=1.91; p=0.04) or who perceived themselves as "unattractive" (OR=7.74; p<0.01) had higher odds of CES-D of ≥16. We found no significant difference by race. Our results were not confounded by BMI. These results suggest that midlife women with poor body image may be more likely to have clinically significant levels of depressive symptoms. Larger prospective studies are needed to better understand this association.