Bedouin Arabs in southern Israel are a traditionally semi-nomadic population undergoing the nutrition transition in a context of urbanisation. The effect of these changes on the nutritional status of pregnant women is unknown. The Dietary Exposures and Pregnancy Outcomes in a Society In Transition (DEPOSIT) study evaluated the adequacy of pregnant Bedouin women's usual dietary intake and their nutritional status. Dietary intake was assessed in a cross-sectional study design using repeat 24 h recall (24HR) questionnaires. The National Cancer Institute method was used to estimate the usual intake of selected nutrients. The Estimated Average Requirement (EAR) was used to evaluate nutrient intake adequacy. Measured weight and height data were used to calculate the participants' BMI. A total of 1109 24HR were obtained from 683 participants, of which 8 % contained no animal-source protein and an additional 43 % contained no haeme-Fe. Animal-source protein intake reached less than half of the EAR for most participants (71 %). Over 90 % had inadequate intakes of Ca, Fe, animal-source Zn, vitamin A and folate. The probability of consuming haeme-source Fe was higher among urban than rural participants (OR 1·68, 95 % CI 1·17, 2·41), and among those with employed v. unemployed husbands (OR 1·81, 95 % CI 1·27, 2·58). Only 14 % reported consuming home-produced animal products. According to pre-pregnancy BMI, 42 % were overweight or obese. The DEPOSIT study findings suggest that Bedouin Arab women are in need of interventions that address the co-existing problems of inadequate nutrient intakes and increased risk of obesity.