Body fat distribution is an important predictor of the metabolic consequences of obesity, but the cellular mechanisms regulating regional fat accumulation are unknown. We assessed the changes in adipocyte size (photomicrographs) and number in response to overfeeding in upper-and lower-body s.c. fat depots of 28 healthy, normal weight adults (15 men) age 29 ± 2 y. We analyzed how these changes relate to regional fat gain (dual energy X-ray absorptiometry and computed tomography) and baseline preadipocyte proliferation, differentiation [peroxisome proliferator-activated receptor-γ2 (PPARγ2) and CCAAT/enhancer binding protein-α (C/EBPα) mRNA]), and apoptotic response to TNF-α. Fat mass increased by 1.9 ± 0.2 kg in the upper body and 1.6 ± 0.1 kg in the lower body. Average abdominal s.c. adipocyte size increased by 0.16 ± 0.06 μg lipid per cell and correlated with relative upper-body fat gain (r = 0.74, P < 0.0001). However, lower-body fat responded to overfeeding by fat-cell hyperplasia, with adipocyte number increasing by 2.6 ± 0.9 × 10 9 cells (P < 0.01). We found no depot-differences in preadipocyte replication or apoptosis that would explain lowerbody adipocyte hyperplasia and abdominal s.c. adipocyte hypertrophy. However, baseline PPARγ2 and C/EBPα mRNA were higher in abdominal than femoral s.c. preadipocytes (P < 0.005 and P < 0.03, respectively), consistent with the ability of abdominal s.c. adipocytes to achieve a larger size. Inherent differences in preadipocyte cell dynamics may contribute to the distinct responses of different fat depots to overfeeding, and fat-cell number increases in certain depots in adults after only 8 wk of increased food intake.adipocyte | body composition | body fat gain | fat distribution | preadipocyte A ccumulation of fat in upper-body/visceral adipose tissue and ectopic sites, including muscle and the liver, is associated with insulin resistance and obesity-related metabolic abnormalities (1), whereas preferential lower-body fat gain seems to have a protective effect (2-4). Thus, the mechanism(s) by which expansion of some depots occurs at the expense of others is of considerable interest. Recently, it has been suggested that fat-cell number remains stable after approximately age 20 y, implying that fat gain during adulthood is the result of adipocyte hypertrophy, not hyperplasia (5). If so, fat gain and body fat distribution would depend entirely on regional fat-cell number before age 20 y and extent of adipocyte hypertrophy. These conclusions, however, were based on measurements of abdominal s.c. fat-cell size (5), but fat-cell progenitors from different body-fat depots have distinct properties (6-8). Thus, we were reluctant to accept the tenet that adults do not develop new adipocytes with weight gain. To test whether different fat-tissue depots vary with respect to cellular mechanisms of fat enlargement, we analyzed different adipose tissue beds in individuals longitudinally.Upper-body and lower-body s.c. fat account for the vast majority of total body fat in normal-weight...