This study examined changes in body image and predictors of body dissatisfaction during pregnancy. It was expected that higher levels of depression, social comparison tendencies, teasing, societal pressure to be thin and public self-consciousness would predict body dissatisfaction prospectively. Healthy pregnant women (n=128) completed questionnaires on three occasions during their pregnancies reporting on a total of four time points: 3 months prior to pregnancy (retrospectively reported), in the early to mid-second trimester, the late-second/early-third trimester, and the latter part of the third trimester. For the most part women reported adapting to the changes that occurred in their body; however, women were most likely to experience higher levels of body dissatisfaction in early to mid-second trimester. Findings related to predictors of body dissatisfaction revealed that both social and psychological factors contributed to body image changes in pregnancy. Implications of the findings are discussed.