The association between obesity and impaired insulin sensitivity has long been recognized, although a subgroup of obese individuals seems to be protected from insulin resistance. In this study, we systematically studied differences in adipose tissue biology between insulin-sensitive (IS) and insulinresistant (IR) individuals with morbid obesity. On the basis of glucose infusion rate during euglycemic hyperinsulinemic clamps, 60 individuals with a BMI of 45 Ϯ 1.3 kg/m 2 were divided into an IS and IR group matched for age, sex, and body fat prior to elective surgery. We measured fat distribution, circulating adipokines, and parameters of inflammation, glucose, and lipid metabolism and characterized adipose tissue morphology, function, and mRNA expression in abdominal subcutaneous (sc) and omental fat. IS compared with IR obese individuals have significantly lower visceral fat area (138 Ϯ 27 vs. 316 Ϯ 91 cm 2 ), number of macrophages in omental adipose tissue (4.9 Ϯ 0.8 vs. 13.2 Ϯ 1.4%), mean omental adipocyte size (528 Ϯ 76 vs. 715 Ϯ 81 pl), circulating C-reactive protein, progranulin, chemerin, and retinol-binding protein-4 (all P values Ͻ0.05), and higher serum adiponectin (6.9 Ϯ 3.4 vs. 3.4 Ϯ 1.7 ng/ml) and omental adipocyte insulin sensitivity (all P values Ͻ0.01). The strongest predictors of insulin sensitivity by far were macrophage infiltration together with circulating adiponectin (r 2 ϭ 0.98, P Ͻ 0.0001). In conclusion, independently of total body fat mass, increased visceral fat accumulation and adipose tissue dysfunction are associated with IR obesity. This suggests that mechanisms beyond a positive caloric balance such as inflammation and adipokine release determine the pathological metabolic consequences in patients with obesity.visceral adipose tissue; insulin resistance; inflammation; adipokines; macrophages OBESITY IS ASSOCIATED WITH AN INCREASED RISK of premature death (2) and represents a fast-growing health problem that is reaching epidemic proportions worldwide (21). Obesity significantly increases the risk of developing type 2 diabetes mellitus, hypertension, coronary heart disease, stroke, and several types of cancer (42). For instance, the risk to develop type 2 diabetes is ninefold higher for obese than for lean men (45). Although there is a strong relationship between obesity and insulin resistance (1, 10, 42), and obese individuals become more insulin sensitive with weight loss (32), not all obese patients are insulin resistant (6,14).Data from the European Group for the Study of Insulin Resistance suggest that ϳ25% of obese individuals [body mass index (BMI) Ͼ35 kg/m 2 ] are insulin sensitive (14).It is clinically important to identify insulin-resistant obese persons with an increased risk for developing obesity-associated metabolic and cardiovascular diseases who, therefore, may benefit the most from losing weight (32). Insulin-resistant (IR) and insulin-sensitive (IS) obesity are not clearly defined subgroups but represent the extremes of a continuum, the characterization of which may...