Fat-rich energy-dense diet is an important cause of insulin resistance. Stimulation of fat turnover in muscle cells during dietary fat challenge may contribute to maintenance of insulin sensitivity. Exercise in the fasted state markedly stimulates energy provision via fat oxidation. Therefore, we investigated whether exercise training in the fasted state is more potent than exercise in the fed state to rescue whole-body glucose tolerance and insulin sensitivity during a period of hyper-caloric fat-rich diet. Healthy male volunteers (18-25y) received a hyper-caloric (~+30% kcal/day) fat-rich (50% of kcal) diet for 6 weeks. Part of the subjects performed endurance exercise training (4d/week) in the fasted state (F; n=10), whilst the others ingested carbohydrates before and during the training sessions (CHO; n=10). The control group did not train (CON; n=7). Body weight increased in CON (+3.0+/-0.8 kg) and CHO (+1.4+/-0.4 kg) (P<0.01), but not in F (+0.7+/-0.4 kg, P=0.13). Compared with CON, F but not CHO enhanced whole-body glucose tolerance and Matsuda insulin sensitivity index (P<0.05). Muscle GLUT4 protein content was increased in F (+28%) compared with both CHO (P=0.05) and CON (P<0.05). Furthermore, only training in F elevated AMP-activated protein kinase alpha phosphorylation (+25%) as well as up-regulated fatty acid translocase/CD36 and carnitine palmitoyltransferase 1 mRNA levels compared with CON (~+30%, P<0.05). High-fat diet increased intramyocellular lipid but not diacylglycerol and ceramide contents, either in the absence or presence of training. This study for the first time shows that fasted training is more potent than fed training to facilitate adaptations in muscle and to improve whole-body glucose tolerance and insulin sensitivity during hyper-caloric fat-rich diet.