Muscle lipid stores and insulin sensitivity have a recognized association although the mechanism lipid stores in sedentary overweight dysglycemic subjects and normal-weight control subjects (n=18). Muscle lipid stores were measured by magnetic resonance spectroscopy (MRS), electron microscopy (EM) point counting, and direct EM lipid droplet measurements of subsarcolemmal mRNA of lipid droplet-associated proteins. Insulin sensitivity and VO 2 LD parameters of the sub-sarcolemmal LD population demonstrated reductions in LD density and LD diameters. Lipid droplet volume in the sub-sarcolemmal LD population was reduced by ~80%, in both groups, while IMF LD volume was unchanged. Interestingly, the lipid droplet diameter (n=10,958) distribution was skewed, with a lack of small diameter lipid droplets (smaller than ~200 nm), both in the SS and IMF regions. Our results show that the SS LD lipid store was sensitive to Session 9 Poster 8