We have studied the effects of supervised caloric restriction and exercise on mononuclear leukocyte lipid composition, membrane fluidity, and insulin receptors in ten nondiabetic obese adults, (175 ± 9.3% of ideal body weight) and ten normal adult subjects. In a second study, we examined the effects of caloric restriction alone using a very low calorie liquid diet in the treatment of another ten obese adults. In both groups of obese adults, fasting insulin levels were elevated and fell to normal levels following treatment. Insulin binding to monocytes, which was reduced in obese subjects, increased toward normal after short-term treatment; this was due to the restoration of total insulin binding capacity to levels one half of that seen in the normal adult group. Obese subjects undergoing either treatment had elevated membrane cholesterol/phospholipid ratios prior to treatment (0.499 ± 0.050 and 0.446 ± 0.011 v 0.400 ± 0.025 mol/mol in normal adults P < 0.005 by ANOVA). Prior to treatment, for all subjects there was a significant inverse correlation between insulin tracer binding and membrane cholesterol/phospholipid ratios ( r = .484, n = 34, P < 0.005). This relationship did not change significantly in obese subjects in either treatment group. Cell membrane microviscosity was determined by fluorescence polarization (FP) using DPH (2 × 10 −6 mol/L). Prior to weight loss, obese subjects had significantly higher FP values than controls (0.304 ± 0.006 and 0.319 v 0.259 ± 0.009, P < 0.005, by ANOVA) indicating greater microviscosity. After caloric restriction and exercise (study 1), membrane microviscosity fell to normal (0.269 ± 0.006, P < 0.005) whereas, in the group treated with caloric restriction alone (study 2), FP measurements increased (0.322 ± 0.005 v 0.331 ± 0.005, P < 0.02, paired t-test). Obese subjects in both treatment groups showed significant reductions in membrane phospholipid/protein ratios (0.132 ± 0.008 v 0.105 ± 0.009 μg/ μg, P < 0.01 and 0.156 ± 0.019 v 0.130 ± 0.005, P < 0.02). The improvement in membrane fluidity following exercise could not be explained on the basis of any lipid changes determined in the present study. A significant inverse relationship was observed between insulin tracer binding and cell microviscosity measurement for these subjects ( r = .546, P < 0.02). We have shown previously that reduction of membrane phospholipid/protein ratios and increased microviscosity in states of caloric restriction or immaturity are associated with increased detection of the insulin receptor on plasma membranes. In this study, the increase in insulin receptor number and affinity seen with short-term weight loss in obese subjects may be mediated by the fall in membrane phospholipid/protein ratios. However, the role that changes in membrane microviscosity plays in these effects, especially in exercising subjects, remains to be determined.