The primary aim of our study was to examine the influence of media exposure on body dissatisfaction and disordered eating in middle-aged women. A sample of 101 women, aged between 35 and 55 years, completed questionnaire measures of media exposure, thin-ideal internalization, social comparison, appearance investment, aging anxiety, body dissatisfaction, and disordered eating. Television, but not magazine exposure, was positively related to body dissatisfaction and disordered eating. In contrast, both television and magazine exposure were positive correlates of all four proposed media-processing variables (internalization, social comparison, appearance investment, and aging anxiety), which were themselves positive correlates of both body dissatisfaction and disordered eating. Structural equation modelling revealed that the influence of media exposure was fully mediated by the proposed media processes. The analyses also indicated that our proposed sociocultural model of disordered eating provided a reasonably good fit to the data, suggesting that sociocultural theory can be extended to women of middle-age. An important practical implication of this finding is that strategies aimed at challenging and minimizing these media processes may reduce some of the negative impact of media exposure in middle-aged women. (Contains 1 table and 1 figure.)