Obesity is associated with insulin resistance, particularly when body fat has a central distribution. However, insulin resistance also frequently occurs in apparently lean individuals. It has been proposed that these lean insulin-resistant individuals have greater amounts of body fat than lean insulin-sensitive subjects. Alternatively, their body fat distribution may be different. Obesity is associated with elevated plasma leptin levels, but some studies have suggested that insulin sensitivity is an additional determinant of circulating leptin concentrations. To examine how body fat distribution contributes to insulin sensitivity and how these variables are related to leptin levels, we studied 174 individuals (73 men, 101 women), a priori classified as lean insulinsensitive (LIS, n ‫؍‬ 56), lean insulin-resistant (LIR, n ‫؍‬ 61), and obese insulin-resistant (OIR, n ‫؍‬ 57) based on their BMI and insulin sensitivity index (S I ). Whereas the BMI of the two lean groups did not differ, the S I of the LIR subjects was less than half that of the LIS group. The subcutaneous and intra-abdominal fat areas, determined by computed tomography, were 45 and 70% greater in the LIR subjects (P < 0.001) and 2.5-and 3-fold greater in the OIR group, as compared with the LIS group. Fasting plasma leptin levels were moderately increased in LIR subjects (10.8 ؎ 7.1 vs. 8.1 ؎ 6.4 ng/ml in LIS subjects; P < 0.001) and doubled in OIR subjects (21.9 ؎ 15.5 ng/ml; P < 0.001). Because of the confounding effect of body fat, we examined the relationships between adiposity, insulin sensitivity, and leptin concentrations by multiple regression analysis. Intraabdominal fat was the best variable predicting insulin sensitivity in both genders and explained 54% of the variance in S I . This inverse relationship was nonlinear (r ‫؍‬ ؊0.688). On the other hand, in both genders, fasting leptin levels were strongly associated with subcutaneous fat area (r ‫؍‬ 0.760) but not with intraabdominal fat. In line with these analyses, when LIS and LIR subjects were matched for subcutaneous fat area, age, and gender, they had similar leptin levels, whereas their intra-abdominal fat and insulin sensitivity remained different. Thus, accumulation of intra-abdominal fat correlates with insulin resistance, whereas subcutaneous fat deposition correlates with circulating leptin levels. We conclude that the concurrent increase in these two metabolically distinct fat compartments is a major explanation for the association between insulin resistance and elevated circulating leptin concentrations in lean and obese subjects. Diabetes 51: 1005-1015, 2002