Background: We previously showed that the combination of caloric restriction (CR) and aerobic exercise training (AT) produce robust improvements in exercise capacity and quality of life (QOL) in patients with obese Heart Failure with Preserved Ejection Fraction (HFpEF). However, ~ 35% of weight lost during CR+AT was from skeletal muscle (SM) mass, which may have adverse long-term consequences. Hypothesis: The addition of resistance training (RT) to CR+AT would reduce SM loss and further improve exercise capacity and QOL. Methods: Randomized, controlled, single blind trial of 20 weeks of RT+CR+AT vs. CR+AT in 88 patients with HFpEF and body mass index (BMI) ≥28 kg/m 2 . Measurements were: peak exercise O 2 consumption (VO 2 ); body composition by MRI and dual X-ray absorptiometry; leg muscle strength; leg muscle quality (leg strength ÷ leg SM area); Kansas City Cardiomyopathy Questionnaire (KCCQ) total score. Results: 77 participants completed the trial: age 68±5 years; 85% women; BMI 39.6±5.8 kg/m 2 . Both RT+CR+AT and CR+AT had substantial weight loss, mean (95% CI): -8.1 (-9.3, -6.8) vs. -9.2 (-10.5, -7.9) kg with no significant intergroup difference (p=0.21). Both RT+CR+AT and CR+AT had substantial loss of total body fat [-6.5 (-7.2, -5.8) vs. -7.4 (-8.1, -6.7) kg] and SM [-2.1 (-2.7,- 1.5) vs. -2.1 (-2.7, -1.4) kg], with no intergroup differences (p=0.20 and 0.23, respectively). Despite similar relative loss of SM (26% vs. 23% of total weight lost), RT+CR+AT vs. CR+AT alone produced significantly greater increases in leg muscle strength [4.9 (0.7, 9.0) vs. -1.1 (-5.5, 3.2) Nm, p=0.05] and leg muscle quality [0.07 (0.03, 0.11) vs. 0.02 (-0.02, 0.06) Nm/cm 2 , p=0.04]. Both RT+CR+AT and CR+AT produced large, significant improvements in peak VO 2 [108 (958, 157) vs. 80 (30, 130) ml/min; p=0.001 and 0.002, respectively], and in KCCQ score [17 (12, 22) vs. 23 (17, 28); p=0.001 for both], with no significant intergroup differences (p=0.21 and p=0.07, respectively). There were no study related serious adverse events. Conclusion: In older obese HFpEF patients, CR+AT produces large, significant improvements in exercise capacity and QOL. Addition of RT to CR+AT increased leg strength and leg muscle quality without attenuating SM loss or further increasing peak VO 2 or KCCQ score.