Mammographic density is a strong risk factor for breast cancer, yet few studies have evaluated density trends, and associated factors, over time. The authors retrieved and digitized mammograms (> or =1 per woman) imaged in 1990-2003 to evaluate percent density (PD) in the Minnesota Breast Cancer Family cohort. Multivariable-adjusted, mixed-effects, repeated-measures models incorporating a natural cubic spline provided estimates of nonlinear trends in PD with age and were used to examine association with covariates. Overall, 5,698 mammograms from 1,689 women with covariate information were digitized. In descriptive analyses, the highest median PD was 33.1% (interquartile range, 21.8%; n = 230) among premenopausal women, 31.0% (interquartile range, 23.2%; n = 175) among women who transitioned from pre- to postmenopause, and 18.7% (interquartile range, 22.2%; n = 1,284) among postmenopausal women. On average, premenopausal compared with postmenopausal women had 1.9% (p = 0.001) higher PD. In repeated-measures analyses, greater declines in PD occurred with menopause and among women with higher baseline PD; current postmenopausal hormone use and higher body mass index modified these declines (p interaction < 0.001). No significant modification of the density change with age was seen with parity/age at first birth, age at menarche, oral contraceptive use, family history of breast or ovarian cancer in a first- or second-degree relative, educational level, smoking status, or alcohol intake were observed. These data suggest that menopause, baseline PD, postmenopausal hormone use, and body mass index predict changes in mammographic density trends during adult life.