PURPOSE The SHE study (Strong Healthy and Empowered) seeks to determine the effects of twice-weekly strength training on abdominal and total body fat among overweight and obese (BMI 25–35), generally healthy premenopausal women aged 25–44 at study entry. METHODS Participants were randomized into strength training (n=82) or 'standard care' (n=82) groups. The randomization was stratified by baseline body fat % and age (25–34 vs 35–44). The 'standard care ' group received brochures with the current public health guidelines to be regularly physically active. The strength training group received supervision and instruction for 16 weeks, followed by ongoing behavioral support from certified fitness professionals over 1 year of twice weekly strength training. Participants were asked to avoid dietary changes that would lead to weight changes over the course of the study. All participants underwent measures at baseline and 1 year later, including body composition by DEXA scan and visceral and subcutaneous abdominal adiposity by single slice CT scan at the L2-L3 disk space. RESULTS Attendance to strength training sessions averaged 73% over 1 year of training. Measures revealed no between group differences at baseline. Significant between group differences were noted for 1 year changes in lean mass (p=0.03) and %fat (p=0.04). The between group difference for visceral abdominal fat changes was marginally significant (p =0.07). The treatment group showed a decrease of 3% in total fat and a 4% decrease in visceral abdominal fat stores. CONCLUSIONS Twice weekly strength training is behaviorally feasible. Fat may be lost equally or preferentially from visceral abdominal stores (versus total fat stores) as a result of strength training. Preferential loss of fat from visceral abdominal stores as a result of strength training may have implications for reducing risk for chronic diseases, including diabetes, hypertension, metabolic syndrome, heart disease, and some forms of cancer.Table