The location and mass of adipose tissue affects disease risk, especially when located centrally. Although physical activity (PA) can attenuate fat accumulation over the total body and trunk, effects on fat depots in the limbs is limited. Analysis of the soft tissues of the limbs, including adipose depots, is possible with magnetic resonance imaging (MRI) and peripheral quantitative computed tomography (pQCT). Specifically, intermuscular adipose tissue (IMAT), the adipose tissue within the fascia surrounding muscle, has been explored (Miljkovic-Gacic et al. Am J Clin Nut 2008). MRI analysis has shown associations between higher concentrations of IMAT and insulin resistance, type II diabetes, and reduced muscular strength. However the relationship of PA with IMAT has not been fully explored. PURPOSE: To evaluate the influence of PA on IMAT, subcutaneous fat, and muscle area of the non-dominant foreleg in comparison with total and central body fat. METHODS: 70 pre-menopausal women (Mean age ± SD 38.4 ± 4.7 yr) underwent dual energy X-ray absorptiometry (DXA) scans to assess total and central fat and pQCT measurements at a point 66 percent from the tibial distal end to quantify muscle and fat cross-sectional areas. Four day self-reported PA and pedometer step count was translated into MET level x time and then averaged. Subjects were divided into PA tertiles; low active (n = 23; 249.4 ± 82.1 MET·min/day; BMI = 28.1 ± 6.1 kg/m2) and high active were compared (n = 23; 786.7 ± 150.5 MET·min/day; BMI = 22.2 ± 2.1 kg/m2). Independent t-tests were performed between scores for highest and lowest PA tertiles; PA, fat, and muscle scores were correlated, after normalization for BMI. RESULTS: Low active subjects had greater BMI*, subcutaneous fat/BMI*, total* and central body fat*. High active subjects had greater muscle area/BMI* and IMAT/BMI*. IMAT was positively correlated with MET·min/day (r = 0.46*) and muscle area/BMI (r = 0.35*), but was negatively correlated with total (r = -0.46*) and central body fat (r = -0.42*). _______ *p<0.05 CONCLUSIONS: When data was adjusted for body size, IMAT is greater in high active subjects as with muscle area and may suggest a physiological adaptation to increased habitual PA. IMAT may be a useful index for evaluating localized training effects on metabolic adaptations in skeletal muscle.