The adipose tissue carotenoid (alpha-carotene, beta-carotene, and lycopene) and retinol levels and their predictors were determined in 686 male and 339 female middle-aged and elderly subjects from eight European countries and Israel during the years 1991 to 1992. Adipose tissue carotenoid levels in men were 50–76% of those in women, whereas the retinol level in men was 116% of that in women (p < 0.001). When all significant predictors of antioxidant levels were considered in men, waist circumference was shown to be an independent predictor of adipose tissue alpha-carotene; age, waist circumference, and alcohol use were independent predictors of beta-carotene; age, body mass index, and waist circumference were predictors of lycopene; and waist circumference, smoking, and alcohol consumption were predictors of retinol. In the same way, in women waist circumference was shown to be an independent predictor of alpha-carotene level, BMI was a predictor of beta-carotene, smoking was a predictor of retinol, and alcohol consumption was a predictor of lycopene. The observed association of age with beta-carotene was positive, that with lycopene was inverse, and those of body mass index and waist circumference with the antioxidant levels were inverse. Alcohol use was inversely associated with beta-carotene level, and smoking and alcohol use were positively associated with retinol and lycopene levels. Epidemiologic studies on diet-disease relations using adipose tissue levels of carotenoids and retinol should consider gender, body size and composition, smoking, and alcohol consumption as potential confounders in diet-disease relations. Am J Epidemiol 1996; 144: 968-79.