Background and aims: Non-high-d. (HDL)-cholesterol, low-d. lipoprotein (LDL)-particle number, apolipoprotein B, lipoprotein(a) (Lp(a)), and small-dense (sdLDL) and large-buoyant (lbLDL) LDL-subfractions are emerging apo B-containing atherosclerotic cardiovascular disease (ASCVD) risk factors. Current guidelines emphasize lifestyle, including weight loss, for ASCVD risk management. Whether weight change affects these emerging risk factors beyond that predicted by traditional triglyceride and LDL-cholesterol measurements remains to be determined Method: Regression analyses of fasting Δapo B-containing lipoproteins vs. ΔBMI were examined in a large anonymized clin. laboratory database of 33,165 subjects who did not report use of lipid-lowering medications. Regression slopes (±SE) were estimated as: *Δmmol/L per Δkg/m2, sdrΔg/L per Δkg/m2, ddrΔ% per Δkg/m2, and Δμmol/L per Δkg/m2. Results: When adjusted for age, ΔBMI was significantly related to ΔnonHDL-cholesterol (males: 0.0238 ± 0.0041, P = 7.9 × 10- 9; females: 0.0330 ± 0.0037, P < 10- 16)*, ΔLDL-particles (males: 0.0128 ± 0.0024, P = 2.1 × 10- 7; females: 0.0114 ± 0.0022, P = 3.2 × 10- 7)*, Δapo B (males: 0.0053 ± 0.0010, P = 7.9 × 10- 8; females: 0.0073 ± 0.0009, P = 2.2 × 10- 16)sdr, ΔsdLDL (males: 0.0125 ± 0.0015, P = 2.2 × 10- 16; females: 0.0128 ± 0.0012, P < 10- 16)*, Δpercent LDL carried on small dense particles (%sdLDL, males: 0.296 ± 0.035, P < 10- 16; females: 0.221 ± 0.023, P < 10- 16)ddr, Δtriglycerides (males: 0.0358 ± 0.0049, P = 2.0 × 10- 13; females: 0.0304 ± 0.0029, P < 10- 16)*, and ΔLDL-cholesterol (males: 0.0128 ± 0.0034, P = 0.0002; females: 0.0232 ± 0.0031, P = 1.2 × 10- 13)* in both males and females. Age-adjusted ΔBMI was significantly related to ΔlbLDL in females (0.0098 ± 0.0024, P = 3.9 × 10- 5)* but not males (0.0007 ± 0.0026, P = 0.78)*. Female showed significantly greater increases in ΔLDL-cholesterol (P = 0.02) and ΔlbLDL (P = 0.008) per ΔBMI than males. ΔBMI had a greater effect on ΔLDL-cholesterol measured directly than indirect estimate of ΔLDL-cholesterol from the Friedewald equation. When sexes were combined and adjusted for age, sex, Δtriglycerides and ΔLDL-cholesterol, ΔBMI retained residual associations with ΔnonHDL-cholesterol (0.0019 ± 0.0009, P = 0.03)*, ΔLDL-particles (0.0032 ± 0.0010, P = 0.001)*, Δapo B (0.0010 ± 0.0003, P = 0.0008)sdr, ΔLp(a) (- 0.0091 ± 0.0021, P = 1.2 × 10- 5), ΔsdLDL (0.0001 ± 0.0000, P = 1.6 × 10- 11)* and Δ%sdLDL (0.151 ± 0.018, P < 10- 16). Conclusions: Emerging apo B-containing risk factors show associations with weight change beyond those explained by the more traditional triglyceride and LDL-cholesterol measurements.