itself is a positive modulator of insulin action in muscle [2]. These findings support the presence of insulin resistance specifically in DM1 skeletal muscle in patients with DM1. In fact, it is reported that insulin sensitivity in skeletal muscle is decreased by 70% in patients with DM1 [3], while whole body glucose disposal is reduced by 15-25% following insulin infusion [4]. Due to focal insulin resistance in muscle, the incidence of diabetes is only 5-9% in these patients [5]. However, since the obesity induces insulin resistance in adipose tissue and liver in addition to skeletal muscle, glucose intolerance may be more severe in overweight patients with DM1.Thiazolidinediones (TZDs) are effective in the treatment of diabetes associated with insulin resistance. A few reports show its usefulness in the management of insulin resistance in skeletal muscle in Abstract. Insulin resistance is mainly present in skeletal muscle in non-obese patients with myotonic dystrophy. Thiazolidinediones are reported to reduce insulin resistance in these patients. However, the effects of pioglitazone in overweight patients with myotonic dystrophy and type 2 diabetes mellitus have not been established. Here, we evaluated the effect of pioglitazone in two poorly-controlled over-weight diabetic patients with myotonic dystrophy. Case 1 was a 41-year-old women (BMi 27.8 kg/m 2 ) with myotonic dystrophy and type 2 diabetes had been treated with 3 mg/day glimepiride and 500 mg/day metformin, but the treatment failed to achieve good glycemic control (HbA 1C 11.8 %). Following admission to the hospital, she was treated with low-dose insulin and 30 mg/day pioglitazone. At 10 days after initiation of therapy, glycemic control was improved, serum iL-6 and hs-CRP decreased, and adiponectin level increased rapidly. Case 2 was a 47-year-old women (BMi 29.2kg/m 2 ) with myotonic dystrophy and type2 diabetes mellitus had been treated with insulin without successful glycemic control (HbA 1C 10.3 %). After admission, she was treated with 15 mg/day pioglitazone. This improved glycemic control, reduced daily insulin requirement, decreased iL-6 and hs-CRP levels rapidly and increased adiponectin level at 10 days after initiation of therapy. in both cases, pioglitazone rapidly improved glycemic control, enhanced adiponectin production, and reduced inflammatory cytokines. These results suggest that pioglitazone may be suitable for these patients.