OBJECTIVE We examined lifestyle factors with midlife weight change according to history of gestational diabetes mellitus (GDM) in a large longitudinal female cohort. RESEARCH DESIGN AND METHODS In the Nurses’ Health Study II, we categorized changes in lifestyle within 4-year periods and estimated their associations with concurrent changes in body weight (kilograms) among parous women after age 40 years by GDM history status (N = 54,062; 5.3% with a history of GDM) for the following: diet quality (Alternate Healthy Eating Index [AHEI]), leisure-time physical activity (PA), alcohol consumption, and smoking status. RESULTS Over a median follow-up of 13 years, average 4-year weight gain was 1.10 and 1.33 kg for women with and without prior GDM, respectively. Women with improved diet quality had favorable 4-year weight change, particularly those with a history of GDM (AHEI change [95% CI] from low to high −2.97 kg [−4.34, −1.60] vs. −1.19 kg [−1.41, −0.96] for GDM vs. non-GDM, respectively; P heterogeneity = 0.04). Increasing PA was associated with weight maintenance for GDM women only (PA increase [95% CI] from low to high 0.26 kg [−0.25, 0.77] vs. 0.90 kg [0.80, 1.01] for GDM vs. non-GDM, respectively; P heterogeneity = 0.02). For both GDM and non-GDM women, weight change did not differ significantly with change in alcohol consumption, while women who quit smoking had significant weight gain (4.38 kg for GDM and 3.85 kg for non-GDM). CONCLUSIONS Improvements in diet quality and PA were related to less weight gain in midlife among parous women, and the benefit of such improvements on weight management was particularly pronounced among women with a history of GDM.