ABSTRACT Purpose This study aimed to determine if percent fat-free mass loss (% FFML) after diet alone, diet plus aerobic, or diet plus resistance exercise is a predictor of weight regain in women with overweight. Methods One hundred and forty-one premenopausal women with overweight (body mass index, 28 ± 1 kg·m −2 ; age, 35 ± 6 yr) enrolled in a weight loss program to achieve a body mass index <25 kg·m −2 (diet alone, diet plus resistance, or diet plus aerobic exercise) and were followed for 1 yr. Body weight and composition (with dual-energy x-ray absorptiometry) were measured at baseline, after weight loss, and at 1 yr. Results Participants lost 12.1 ± 2.6 kg of body weight, 11.3 ± 2.5 kg of fat mass, and 0.5 ± 1.6 kg of fat-free mass during the weight loss intervention, followed by weight regain at 1 yr (6.0 ± 4.4 kg, 51.3% ± 37.8%; P < 0.001 for all). % FFML was −3.6 ± 12.4, and a greater % FFML was associated with more weight regain ( r = −0.216, P = 0.01, n = 141), even after adjusting for the intervention group ( β = −0.07; 95% confidence interval, −0.13 to −0.01; P = 0.017). Conclusions % FFML is a significant predictor of weight regain in premenopausal women with overweight. These results support strategies for conserving fat-free mass during weight loss, such as resistance training. Future research should try to identify the mechanisms, at the level of both appetite and energy expenditure, responsible for this association.