A variable-power optical system (ZL) comprises a first lens group (G1) having a negative refractive power and a succeeding lens group (GR), which are disposed on an optical axis in that order from the object side. When varying magnification from wide angle to telephoto, the space between the adjacent lens groups changes. The succeeding lens group (GR) comprises: a first focusing lens group (G3) having a positive refractive power; and a second focusing lens group (G5) having a positive refractive power. When focusing from infinity to a proximate distance, the first focusing lens group (G3) moves toward the object side, and the second focusing lens group (G5) moves toward the image side.