Background: The United States has the worst maternal and child health (MCH) indicators among industrialized countries, with African American women carrying a disproportionate burden of negative outcomes. It is widely acknowledged that intrauterine exposure to maternal obesity is associated with adverse MCH outcomes. This study examines factors associated with pre-pregnancy obesity and gestational diabetes in Virginia mothers using the Virginia Pregnancy Risk Assessment Monitoring System Data (VA-PRAMS). Methods: This study included a sample of 4,300 mothers that participated in the 2009-2016 VA-PRAMS – a probability based sample survey which collected a wide range of information from new mothers about their socioeconomic background; experiences before, during, and after their recent pregnancies; and health outcomes. Multivariate logistic regression was used to examine factors associated with pre-pregnancy obesity (BMI >25) and gestational diabetes, adjusting for confounding factors and sampling weights. Results: Overall, 20.8% of mothers were obese before pregnancy, 8.6% had hypertension, and 5% had gestational diabetes, with rates in pre-pregnancy obesity (33.9%) and hypertension (12.4%) significantly higher in African American women; rates in gestational diabetes were higher in Hispanics (6.2%) and women of Other race/ethnicities (9.1%). Pre-pregnancy obesity (OR: 1.17, 95% CI: 1.01 – 1.37) and gestational diabetes (OR: 1.66, 95% CI: 1.25 - 2.21) were associated with increased odds of having pre-term birth. Conclusions: Findings demonstrate significant racial disparities in pre-pregnancy obesity and gestational diabetes in Virginia mothers and an association with negative birth outcomes. The increased trend in obesity among childbearing women highlights the need for targeted interventions.