TC... it does sound like you have not been eating enough. Unfortunately, I have to respectfully disagree with Indigoiis. A calorie is not just a calorie. Yes, calories are a basic way to measure energy, but your body does not process or respond to all calories equally. Many folks are incredibly sensitive to carbohydrate calories. When they consume carbs, insulin is released in high amounts and the carbs are turned very quickly into fat. I had a very similar problem to what you mentioned and resorted to managing my carb intake by eating low glycemic carbs, more protein, and unrestricted fat. The Paleo Diet is an excellent reference. However, one does not have to eat that extreme to see the benefits. A simple way to know you are eating better is to eliminate processed food (full of sugars and unknowns), restrict dining out (who knows what's in the food), cut back/out dairy, and increase your intake of lean meats and whole colorful fruits and veggies.