This study determined the impact of exercise training with or without weight loss compared to caloric restriction on hepatic and peripheral insulin resistance. Thirty four obese older men and women were randomized to 4 subgroups: caloric restriction with weight loss (CR), exercise training with weight loss (EWL), exercise training without weight loss (EX) or controls. As expected, body weight decreased in EWL and CR groups. However, EWL subjects had the greatest reduction in intra-abdominal adipose tissue and in hepatic insulin resistance. The increased suppression of glucose suppression was also 3-fold greater in EWL while EWL and CR both improved insulin-stimulated glucose disposal. Based on these results, while exercise training and caloric restriction induced weight loss and promoted reduction of intra-abdominal adipose tissue and hepatic insulin resistance, exercise training with weight loss was more than twice as effective. Thus, exercise training with weight loss produces the most substantial improvements in indices of peripheral and hepatic insulin action.