Type 2 diabetes (T2D) confers a greater likelihood of heart failure (HF) and hospitalization due to HF. Our group has reported sub-clinical cardiac dysfunction and aortic stiffness in youth and adults with uncomplicated T2D. As aortic stiffening is reported to precede HF and is common in people with uncomplicated T2D, we tested the hypothesis that aerobic exercise training will improve cardiac function and central arterial stiffness in people with T2D compared to participants of similar BMI without T2D. Sedentary adults with (n = 18, age 48±7, 45% female) and without (n = 20, age 45±7, 46% female) T2D, underwent MRI for cardiac function and aortic compliance (aortic relative area change [RAC] and pulse wave velocity [PWV]) before and after 15 weeks of aerobic exercise training. At baseline, both cohorts exhibit subclinical diastolic dysfunction, however, those with T2D had lower end-diastolic volume (EDVN,47.2±9.9 vs. 52.3±9.1 mL/m2) and end-systolic volume (ESVN,21.1±5.4 vs. 23.6±5.2 mL/m2), than controls. The T2D group had higher max thickness of the left ventricular (LV) septal wall (LVMTs, 10.5±1.8 vs. 9.3±1.6 mm) and LV lateral wall (LVMTl, 8.4±1.6 vs. 7.6±1.3 mm) than controls. Those with T2D also had lower RAC (12.7±1.6 vs. 20.2±1.6%) and higher PWV (7.4±1.3 vs. 3.9±0.6 m/s) than controls. Preliminary data in a subset post exercise intervention (n=7 with and n=8 without T2D), revealed increased EDVN(42.8±7.9 to 51.5±11.3 mL/m2) and ESVN(19.7±4.0 to 24.3±6.5 mL/m2) and decreased LVMTs(11.35±1.5 to 9.96±1.3 mm) and LVMTl(8.42±0.81 to 7.74±0.89 mm) in the T2D group, but cardiac endpoints were unchanged in controls. Post-intervention in both groups, ascending aorta RAC increased (control: 16.2±4 % to 18.5±1.7 and T2D: 10.6±1.7 % to 19.6±2.2 %) and PWV decreased (control: 6.3±2.0 to 3.4±0.3 and T2D: 8.0±1.4 to 2.9±0.7). Data from this study in progress suggest that adults with T2D have a greater degree of cardiac dysfunction and arterial stiffness than controls of similar BMI, which improve to a greater degree with exercise than in controls. Disclosure D. Enge: None. J.E. Reusch: None. J.G. Regensteiner: None. M. Schäfer: None. K.S. Hunter: None. A.J. Barker: None. K.J. Nadeau: None. R.L. Scalzo: None. I.E. Schauer: None. L. Abushamat: None. M.O. Whipple: None. D. Rafferty: None. Funding U.S. Department of Veterans Affairs (CX001532)