Promising a "marketplace for women," the benign-looking catalogue cover featured a tasteful antique-tin wall plaque of women arm in arm. But a look inside brought a jolt.

Instead of sweaters or shoes, the catalogue was filled with kits to check hormone levels, makeup to cover blotchy skin, sleepwear for those troubled by night sweats, and vaginal weights for doing pelvic floor exercises. There's even sexy lingerie for women with urine leakage problems.

In short, a specialty catalogue for women in midlife, with a startling focus on menopause and perimenopause (the two to 10 years before menopause).

"Oh, boy!" I thought, "a place to pick up some vaginal weights." Well, no, actually that wasn't my first reaction to receiving the "As We Change" catalogue.

My real first reaction: I don't want to be on this mailing list. I want to be on the ones for adventurers or intellectuals or Missourians who overbid at bridge. But something else about it was even more galling. Hey, at 47, I can use some of this stuff.

My personal favorite: the "Brain Power Clear Thinking Support Boost Pack," 30 packets for $59, to fend off fuzzy thinking. "The most common symptom reported by women in perimenopause is `brain fog,' also known as fuzzy thinking," the description explains. That was the first time that I'd heard that. I'd thought it was just too many cases of white wine over the past 25 years.

I wasn't the only one pulled up short when this catalogue arrived in the mail in May. Maureen Budetti took it into her office to show women friends and they passed it around, laughing and marveling at the products, finding them both humorous and embarrassing.

"I just thought it was a hoot," says Budetti, director of student aid policy at the National Association of Independent Colleges and Universities. Simultaneously, she was amazed that so many products exist to deal with the various problems at this time of a woman's life and that a company is marketing them so boldly.

"You're sort of slapped in the face with it," says Budetti, 55. "I was blown away by it. For one thing, it was so upfront on all these issues."

"It came like an arrow in my heart," says one 52-year-old friend who looked over the catalogue with Budetti. But she came to the "reluctant acknowledgement" that she could see herself buying some of these unusual products. "I was in some ways ashamed."

The catalogue's founders, all midlife women themselves, are used to strong reactions, though they say most of them are positive: "At times we hear from women who feel they are too young to deal with these issues," says Julie G. Martin, 42, one of the San Diego company's founders. "Women might feel insulted that they have been identified as old. It's perfectly understandable given the pressure we have as women" to look and feel young.

"We've discussed this a lot," she added. "How do you make these things available without being insulting? We decided to just dive in."

Martin assures that the company has not gotten ahold of some "secret midlife or menopause database" in sending out the catalogue. They send to women who buy from catalogues, ages 45 to 54, which happens to be just the market they are looking for.

The first catalogue went out in October 1996, after a year of research by the three businesswomen -- Dale F. Steele, 52, Nancy J. Casey, 46, and Martin. They say they are "America's first mail-order catalogue designed especially for women approaching menopause" and now send out 4 million a year. The company, which last fall merged with Women First Health Care, another San Diego firm, recently starting selling on the Internet, too [www.aswechange.com].

"It's a very private medium," explained Martin on the decision to make this a catalogue business. The need for privacy stems from the touchiness of some of the issues they broach. One is stress incontinence -- a not-uncommon condition for women as young as 35, especially those who have had children -- which results in urine leakage during a cough or sneeze. The need for products addressing this came from research, not from the focus groups the fledging company put together for women to speak about all sorts of embarrassing midlife issues.

"That is an issue for women, but they often don't speak about it, even to their doctors," says Martin. "We were hesitant initially to have those products, but they are among our most popular."

These include a Sports Protect-her briefs for women who have stress incontinence problems during workouts, as well as lacy black or white panties with a built-in stay-dry lining ("Protection can be pretty -- and sexy!"). The vaginal weights at five levels are designed to strengthen the pelvic floor muscles, which helps correct stress incontinence. The company was among the first to offer these at the retail level, Martin says.

The 32-page catalogue includes exercise outfits and swimsuits in "super-supportive" materials and "full-seat" coverage and longer-than-normal inseams. Their clothes routinely come in larger sizes, usually up to 3X or 6X, something they've had to work with manufacturers to develop.

"The fitness industry has catered to young hardbodies," says Martin. "But the boomers are exercising these days." Manufacturers balked at making a 9-inch inseam on the exercise shorts and unisuit, saying 5-inch and 7-inch were most popular. "We held our ground and went with our gut. It's proved extremely popular."

A number of the products deal with hormonal changes. Irregular progesterone production during perimenopause, it says, may cause such symptoms as "all-month-long PMS, fluid retention, insomnia, depression, hot flashes or irregular periods." To combat this, it offers supplements using plant estrogens and fatty acids. Other supplements are intended to deal with "feminine dryness" and lower sex drive.

A hot/cool body wrap can be used either to soothe aching muscles or to cool down after a hot flash. And there are skin creams and makeup, shampoo for thinning hair, as well as "loss-proof" reading glasses.

Despite the grim parade of midlife maladies, one mission of the company, says Martin, "is to make women feel more positive about menopause. It's all about removing barriers."

For a catalogue, call 800-203-5585.