The purpose of this study was to determine independent relationships of intra-abdominal adipose tissue (IAAT), leg fat, and aerobic fitness with blood lipids and insulin sensitivity (S i) in European-American (EA) and African-American (AA) premenopausal women. Ninety-three EA and ninety-four AA with BMI between 27 and 30kg/m 2 had IAAT by computed tomography, total fat and leg fat by dual-energy X-ray absorptiometry, aerobic fitness by a graded exercise test, African admixture (AFADM) by ancestry informative markers, blood lipids by the Ektachem DT system, and S i by glucose tolerance test. Independent of age, aerobic fitness, AFADM, and leg fat, IAAT was positively related to low-density lipoprotein-cholesterol (LDL-C), cholesterol-high-density lipoprotein (HDL) ratio, triglycerides (TGs), and fasting insulin (standardized Β varying 0.16-0.34) and negatively related to HDL-cholesterol (HDL-C) and S i (standardized Β 0.15 and 0.25, respectively). In contrast, independent of age, aerobic fitness, AFADM, and IAAT, leg fat was negatively related to total cholesterol, LDL-C, cholesterol-HDL ratio, TGs, and fasting insulin (standardized Β varying 0.15 to 0.21) and positively related to HDL-C and S i (standardized Β 0.16 and 0.23). Age was not independently related to worsening of any blood lipid but was related to increased S i (standardized Β for S i 0.25, insulin 0.31). With the exception of total cholesterol and LDL-C, aerobic fitness was independently related to worsened blood lipid profile and increased S i (standardized Β varying 0.17 to 0.21). Maintenance of favorable fat distribution and aerobic fitness may be important strategies for healthy aging, at least in premenopausal EA and AA women. © 2009 The Obesity Society.