Objective: To identify a comprehensive set of distinct "need states" based on the eating occasions experienced by midlife women. Design: Series of 7 focus group interviews. Setting: Meeting room on a university campus. Participants: A convenience sample of 34 multi-ethnic women (mean age = 46 years). Phenomenon of Interest: Descriptions of eating occasions by "need states," specific patterns of needs for the occasion. Analysis: Interviews were audiotaped, transcribed verbatim, and analyzed for common themes using qualitative data analysis procedures. Findings: Eight need states suggested a hypothetical framework reflecting a wide range in emotional gratification. Need states with a low level of emotional gratification were dominated by sets of functional needs, such as coping with stress, balancing intake across occasions, meeting external demands of time and effort, and maintaining a routine. Food was a means for reinforcing family identity, social expression, and celebration in need states with high levels of emotional gratification. Occurrence of need states varied by day and meal/snack occasion, with food type and amount dependent on need state. Conclusions and Implications: Eating occasions are driven by specific sets of needs ranging from physical/functional to more emotional/social needs. Addressing need states may improve weight intervention programs for midlife women. (Contains 2 figures.)