Adipose tissue inflammation causes metabolic disturbances including insulin resistance and hepatic steatosis. Exercise training (EX) may decrease adipose tissue inflammation thereby ameliorating such disturbances, even in the absence of fat loss. The purpose of this study was to 1) compare the effects of low-fat diet (LFD), EX, and their combination on inflammation, insulin resistance, and hepatic steatosis in high-fat diet-induced obese mice and, 2) determine the effect of intervention duration (i.e. 6 vs. 12 wks). C57BL/6 mice (n=109) fed a 45% fat diet (HFD) for 6 wks were randomly assigned to an EX (treadmill, 5d/wk; 6 or 12 wks; 40 min/d; 65-70%VO_2max) or sedentary (SED) group. Mice remained on HFD or were placed on a 10% fat diet (LFD) for 6 or 12 wks. Following interventions, fat pads were weighed and expressed relative to body weight; hepatic steatosis was assessed by total liver triglyceride; insulin resistance by HOMA-IR and Glucose AUC. Rt-PCR was used to determine adipose gene expression of MCP-1, F4/80, TNF-, and leptin. By 12 wks, MCP-1, F4/80, and TNF- mRNA were reduced by EX and LFD. Exercise (p=0.02), adiposity (p=0.03), and adipose F4/80 (p=0.02) predicted reductions in HOMA-IR (R²=.75; p<0.001); only adiposity (p=0.04) predicted improvements in hepatic steatosis (R²=.51; p<0.001). Compared to LFD, EX attenuated increases in adiposity, hepatic steatosis, and adipose MCP-1 expression from 6 to 12 wks. There are unique metabolic consequences of a sedentary lifestyle and HFD that are most evident long-term, highlighting the importance of both EX and LFD in preventing obesity-related metabolic disturbances.