-Glycemic disorders resolve following Roux-en-Y gastric bypass (RYGB) surgery, but early and longer-term mechanisms regarding effects on -cell dysfunction as well as relationships with decreasing adiposity are not well understood. We evaluated longitudinal changes in peripheral insulin sensitivity (Si), the acute insulin response to glucose (AIRg), and the composite estimate of -cell function, the disposition index (DI), over 24 mo via frequently sampled intravenous glucose tolerance testing in severely obese women who had fasting normoglycemia (n ϭ 16) and hyperglycemia (n ϭ 11) before RYGB surgery; homeostatic model assessment (HOMA-IR) estimated insulin resistance; air displacement plethysmography determined adipose tissue mass. At baseline, subjects with normoglycemia had adequate DI associated with elevated AIRg, but DI was markedly reduced in subjects with hyperglycemia. Within 1-6 mo post-RYGB, glycemic control was normalized in subjects with hyperglycemia related to reduced HOMA-IR (Ϫ54% at 1 mo, P Ͻ 0.005) and increased DI (23-fold at 6 mo vs. baseline, P Ͻ 0.05). Over 24 mo, DI improved in subjects with hyperglycemia (15-fold vs. baseline, P Ͻ 0.005) and also modestly in subjects with normoglycemia (58%, P Ͻ 0.05), due largely to increased Si. Decreasing adiposity correlated with longer-term HOMA-IR and Si values at 6 and 24 mo, respectively. In patients exhibiting fasting hyperglycemia before surgery, -cell function improved early following RYGB, due largely to increases in insulin secretion. For both normoglycemic and hyperglycemic subjects, further improvement or stabilization of -cell function over the 2 yr is due largely to improved Si associated with reduced adiposity. disposition index; weight loss; adipose tissue mass SEVERE OBESITY, DEFINED AS body mass index greater than 40 kg/m 2 , is associated with an increased prevalence of type 2 diabetes (T2DM) (5). Bariatric surgery is the most efficient method of producing substantial weight loss in severely obese patients (42). Surgical procedures induce weight loss by reducing the volume of the stomach, thereby restricting food intake, or by diverting the flow of ingested food to the ileum and bypassing the duodenum and the proximal jejunum, which promotes malabsoption (39). Roux-en-Y gastric bypass (RYGB) is a common and restrictive plus malabsorptive procedure; other procedures include adjustable gastric banding, a restrictive-only surgery, and biliopancreatic diversion, a primarily malabsorptive procedure that is less common in the US. (39).As has been found in overweight and obese individuals (47), severely obese persons with prediabetes and diabetes have a decline in -cell function such that insulin secretion is inadequate to compensate for reduced insulin sensitivity (Si) (19,37). A special feature of bariatric surgery is its ability to induce remission of T2DM (9). Following adjustable gastric banding, remission of diabetes is strongly related to weight loss (15, 38). However, a greater effect of diabetes resolution is seen with malabsor...