Technical Abstract: Maternal programming of fetal metabolism has been previously demonstrated in animal studies. Clinical studies have also shown an association between pre-pregnancy body mass index (BMI) and anthropometric measures in infants. This study reports for the first time infant body composition at 2 weeks using Air Displacement Plethysmography technology (PeaPod®) in a cohort matched for gestational weight gain. Pre-pregnancy BMI were self reported. Lean and overweight mothers (N=20/group) were included. All infants were exclusively breast-fed until age 4 mo. There were no significant differences in gestational weight gain, gestational age, birth weight, birth length, infants’ age, weight, or length. Post-partum percent body fat mass was significantly higher in overweight than lean mothers. At 2 weeks of age, infants of overweight mothers had greater fat mass (P<0.05) compared to infants of lean mothers (15.4% vs. 12.5%, respectively). At 3 mo of age, infants of lean mothers (N=19) trended toward a leaner phenotype (P<0.1) compared with infants of overweight mothers (N=16; 24.1% vs. 26.8% fat mass, respectively), which may be due to the small number of participants. These data suggest that, despite similar gestational weight gain and gestational age, infants of overweight mothers have greater adipose deposition in utero compared to infants of lean mothers.