No studies have evaluated the impact of tracking resting energy expenditure (REE) and modifiable health behaviors on gestational weight gain (GWG). In this controlled trial, pregnant women aged >18 years (X=29.8±4.9 years) with a gestational age (GA) <17 weeks were randomized to Breezing™ (N=16) or control (N=12) for 13 weeks. The Breezing™ group used a real-time metabolism tracker to obtain REE. Anthropometrics, diet, and sleep data were collected every 2 weeks. Rate of GWG was calculated as weight gain divided by total duration. Early (GA weeks 14-21), late (GA weeks 21-28), and overall (GA week 14-28) changes in macronutrients, sleep, and GWG were calculated. Mediation models were constructed using SPSS PROCESS macro using a bootstrap estimation approach with 10,000 samples. The majority of women were non-Hispanic Caucasian (78.6%). A total of 35.7% (n=10), 35.7% (n=10), and 28.6% (n=8) were normal weight, overweight, and obese, respectively, with 83.3% (n=10) and 87.5% (n=14) of the Control and Breezing™ groups gaining above IOM GWG recommendations. At baseline, macronutrient consumption did not differ. Overall (Breezing™ vs. Control; M diff=-349.08±150.77, 95% CI: -660.26 to -37.90, p=0.029) and late (M diff=-379.90±143.89, 95% CI:-676.87 to -82.93, p=0.014) changes in energy consumption significantly differed between the groups. Overall (M diff=-22.45±11.03, 95% CI: -45.20 to 0.31, p=0.053), late (M diff=-23.16±11.23, 95% CI: -46.33 to 0.01, p=0.05), and early (M diff=20.3±10.19, 95% CI: -0.74 to 41.34, p=0.058) changes in protein differed by group. Nocturnal total sleep time differed by study group (Breezing vs. Control; M diff=-32.75, 95% CI: -68.34 to 2.84, p=0.069). There was a 11.5% increase in total REE throughout the study. Early changes in REE (72±211 kcals) were relatively small while late changes (128±294 kcals) nearly doubled. Interestingly, early changes in REE demonstrated a moderate, positive correlation with rates of GWG later in pregnancy (r=0.528, p=0.052), suggesting that REE assessment early in pregnancy may help predict changes in GWG. Changes in macronutrients did not mediate the relationship between the intervention and GWG, nor did sleep mediate relationships between dietary intake and GWG. Future research evaluating REE and dietary composition throughout pregnancy may provide insight for appropriate GWG recommendations.