EXCEED THE SPACE PROVIDED. Urinary incontinence is a common problem among womenthat causes distress, diminished quality of life and dramatic limitations in daily functioning. Overweight women are at significantly increased risk of urinary incontinence and over 65% of women with Incontinence are overweight. Data from short-term, preliminary studies suggest that weight reduction may significantly reduce incontinence episodes. Thus, weight loss may present a promising new approach to urinary incontinence treatment, one likely to produce a cascadeo broader health improvements in addition to reductions in frequencyof urinary incontinence. Therefore,we propose to randomize 330 overweight and obesewomenwith urinary incontinence (165 at each of two clinical centers) to a 6-month intensive behavioral weight control program or to usual care to determine the short-term effect of weight loss on frequency of incontinence and quality of life, to identify women most likely to benefit from weight loss and to begin to explorethe urodynamic mechanisms underlying incontinence improvement following weight loss.To maximize enduring effects of weight loss on urinary incontinence, It will be necessary to producesustained weight loss. However,weight maintenance remains a challenge in the obesity field. Therefore, we propose to evaluate an innovative, theory-guided weight maintenance program that will focus on increasing motivation and commitment to behavior change efforts and compare this with a more standard, skills-focused weight maintenance program. After completing the 6-monthweight loss program, women in the weight loss arm will be randomized to either a 12-month standard, skill-based maintenance program or to a motivationally-focused maintenance intervention. Outcomeswill include weight oss, incontinence frequency and quality of life at 18 months. If effective in womenwith incontinence, the methods and strategies of this innovative motivationally-focusedmaintenance intervention can beexamined n other obese populations.