Background: Recent studies have hypothesized that endothelial and microvascular dysfunction may play a role in the development of obesity. Previous studies have shown that retinal microvascular changes are associated with diabetes, hypertension, and cardiovascular disease. In contrast, few prospective studies have examined the association between retinal microvascular changes and the risk of developing obesity. Methods: We examined n = 2089 nonobese subjects from a population-based cohort in Beaver Dam, Wisconsin (aged 4485 years, 49% women). Retinal arteriolar and venular diameters were measured from baseline retinal photographs. The main outcome-of-interest was 15-year incidence of obesity. Results: Retinal venular widening was positively associated with incident obesity over a 15-year follow-up period. This association was independent of age, gender, smoking, alcohol intake, education, physical activity, body mass index, serum cholesterol, and C-reactive protein levels. Compared with subjects with retinal venular diameter in the lowest tertile (referent), the multivariable relative risk (95% confidence interval) of obesity among subjects in the highest tertile was 1.68 (1.242.28); p-trend = 0.0005. In contrast, narrow retinal arterioles were not associated with obesity. Conclusions: In a population-based cohort, we found that wider retinal venules are positively associated with risk of developing obesity, suggesting a role for microvascular dysfunction in its etiology.