Parents play a key role in the establishment of health habits among children, and as many as 60% of parents report talking regularly with their child about health and weight (Lydecker et al., 2018). This health and weight related discourse, known as family weight talk, impacts children’s physical and social-emotional health, yet little research has explored the construct among families with school-aged children. The current study aims to (1) explore the nature of weight talk among families, (2) understand the correlates and consequences of various forms of family weight talk, and (3) examine the caregiving context (i.e., parenting practices and family wellbeing) as a potential moderator of the associations among parent experiences/beliefs, family weight talk, and child physical and social-emotional health. The sample included 60 families with children ages 10- to 12, who separately responded to an online survey assessing family weight talk, parental experiences and beliefs, child health and well-being, parenting, and family functioning. Additionally, parents completed a daily questionnaire reporting on instances of family weight talk for five consecutive days. Findings revealed that families regularly engaged in conversations about health and weight, and these conversations served a variety of functions (e.g., limit-setting, teaching opportunity, directive/command). Of note, 13.9% of these conversations were potentially stigmatizing towards the child. We found that weight talk varied significantly by several parent and child socio-demographic variables, including parent gender, parent and child BMI, race/ethnicity, and parental education level. Results also demonstrated that more negative weight-related experiences and beliefs (i.e., anti-fat attitudes, experiences of stigmatization, weight bias internalization, and perception of child risk) among parents related to more conversations about the child’s, the parent’s, and others’ weight. Turning to child health outcomes, we found that health related conversations among families were most strongly related to greater child fruit/vegetable consumption, while weight-related conversations were associated with more snacking, worse quality of life, and worse social-emotional well-being among children. On the daily surveys, descriptions coded as having a negative valence were associated with less fruit/vegetable consumption, while conversations coded as potentially stigmatizing were associated with more snack consumption among children. Negatively valenced conversations, as well as the limit-setting, directive/command, and restriction functions were also associated with worse social-emotional well-being among children.Results of mediation analyses suggest that family weight talk can help explain the effects of parent experiences/beliefs on child health outcomes. Specifically, more negative weight-related attitudes among parents and greater parent perception of child risk were related to more weight talk within the family, which in turn was related to more snack and fruit/vegetable consumption and worse health related quality of life among children. Finally, we found that the quality of the caregiving context moderated the effects of parent experiences/beliefs on child health habits via family weight talk. More specifically we found that parents’ negative weight-related experiences/beliefs were associated with more fruit/vegetable and snack consumption and greater physical activity via conversations about weight, but only in families where parents reported a low-quality caregiving context (i.e., worse parent-child relationship and family functioning). Importantly, the current study expands our conceptualization of the manner in which families talk about health and weight, suggests important parental attitudes and beliefs that shape this talk, and adds to our understanding of the impact of family weight talk on child health and well-being. While it will be important to replicate these findings in a larger, more diverse sample, this work may contribute meaningfully to continued investigation on how to best support families in developing health-related communication patterns that contribute to overall child well-being.