There is limited research evidence about the specific factors influencing disordered eating for lesbian and bisexual women. Therefore, this study investigated relationships among binge eating, internalized homophobia, shame, depression, and distress tolerance in a sample of lesbian (n=72) and bisexual women (n=66). Two hypotheses were tested. First, it was hypothesized that shame and depression would mediate the relationship between internalized homophobia and binge eating. Second, it was hypothesized that distress tolerance would moderate the relationship between shame and binge eating and the relationship between depression and binge eating in the mediation relationships proposed in the first hypothesis. Results indicated that shame was a significant mediator for the relationship between internalized homophobia and binge eating, that depression was not a significant mediator, and that distress tolerance did not moderate the significant mediation relationship between shame and binge eating. The data in this study also indicated that the proportions of lesbian and bisexual participants who reported binge eating and compensatory behavior did not differ significantly, but that bisexual participants reported significantly more depression and shame than lesbian participants.