Purpose: The purpose of this pilot study is to test the hypothesis that fat distribution, rather than overall obesity, is strongly related to insulin sensitivity in young, normoglycemic women. Methods: Thirty-eight non-diabetic young women completed the study (ages 20.7 ±2.8 years; BMI 27.6 ±3.6; 44% Caucasian (17 of 38). Matsuda Insulin Sensitivity Index was calculated from plasma glucose and insulin at 0, 30, 60, and 90 minutes after ingestion of 75g glucose, using established formula, to estimate whole body insulin sensitivity. Whole body and regional adipose tissue was assessed via DXA, abdominal ultrasound of intra-abdominal and pre-peritoneal adipose depots, circumference measures, and skinfold measures. ANOVA was used to assess mean differences among tertiles of Matsuda Index. Partial correlations were controlled for age and race, then additionally controlled for DXA percent body fat to assess associations of fat distribution independent of overall obesity. Results: ANOVA revealed a higher waist circumference (83.8 ±7.8cm vs. 75.6 ±7.2), waist/hip ratio (0.777 ±0.48 vs. 0.716 ±0.05 ), waist/height ratio (0.524 ±0.028 vs. 0.468 ±0.043), ultrasound intra-abdominal thickness (3.57 ±1.3 vs. 2.48 ±1.1) in the least insulin-sensitive tertile, when compared to the most insulin-sensitive tertile, while age, BMI, and other measures of adiposity were comparable among the three groups. Partial correlations controlled for age and race revealed strong negative relationships between Matsuda Index and measures of upper-body and central adiposity, including waist circumference (r=-.416, p<0.05), waist/hip ratio (r= -0.500, p <0.01), waist/height ratio (r=-0.431, p<0.05), IAAT (r= -0.412, p<0.05), PPAT (r=-0.381, p<0.05), but not BMI (r= -0.173, p=ns) or overall percent fat (r=-0.132, p=ns). When further controlled for percent body fat, correlations persisted between Matsuda and waist circumference (r=-.433, p<0.05), waist/hip ratio (r=-0.488, p<0.01), waist/height ratio (r= -.470, p <0.01), intra-abdominal fat thickness (r=-0.394, p<0.05) and pre-peritoneal fat thickness (r=-0.361, p=0.05). Conclusions: Central and upper-body fat distribution, independent of overall obesity, is strongly associated with metabolic health in young non-diabetic women. These data underscore the clinical utility of central adiposity as an marker of metabolic health.