AIMS: To assess sex differences in cardiovascular (CVD) risk factor changes before and after the development of type 2 diabetes, and, the association between incident diabetes with incident CVD in mid-life. METHODS: We included 4893 Coronary Artery Risk Development in Young Adults Study participants, age 18-30 years at enrollment (1985-86). We ascertained incident diabetes and assessed sex differences in annual change in body mass index, blood pressure, and lipids before and after the ascertainment of diabetes using piecewise linear regression. We examined sex differences in the association between incident diabetes with incident CVD over 31 years of median follow-up. RESULTS: Progression in most CVD risk factors did not differ by sex before diabetes. Women had better CVD profiles at the time of diabetes compared to men, and after diabetes, women had worse annual changes in blood pressure and lipids. Incident diabetes was associated with a higher hazard for incident CVD (Hazard Ratio [HR]: 1.45, 95% confidence limits: 1.07, 1.96) and we did not observe effect modification by sex (p for interaction = 0.8). CONCLUSIONS: CVD risk factors worsened more rapidly after the development of type 2 diabetes for women than men. However, diabetes was not a stronger risk factor for incident CVD for women than men.