Title: Rethinking Supervised Pre-Training for Better Downstream Transferring. Abstract: The pretrain-finetune paradigm has shown outstanding performance on many applications of deep learning, where a model is pre-trained on an upstream large dataset (e.g. ImageNet), and is then fine-tuned to different downstream tasks. Though for most cases, the pre-training stage is conducted based on supervised methods, recent works on self-supervised pre-training have shown powerful transferability and even outperform supervised pre-training on multiple downstream tasks. It thus remains an open question how to better generalize supervised pre- training model to downstream tasks. In this paper, we argue that the worse transferability of existing supervised pre-training methods arise from the negligence of valuable intra-class semantic difference. This is because these methods tend to push images from the same class close to each other despite of the large diversity in their visual contents, a problem to which referred as “overfit of upstream tasks”. To alleviate this problem, we propose a new supervised pre-training method based on Leave-One-Out K-Nearest-Neighbor, or LOOK for short. It relieves the problem of overfitting upstream tasks by only requiring each image to share its class label with most of its k nearest neighbors, thus allowing each class to exhibit a multi-mode distribution and consequentially preserving part of intra-class difference for better transferring to downstream tasks. We developed efficient implementation of the proposed method that scales well to large datasets. Experimental studies on multiple downstream tasks show that LOOK outperforms other state-of-the-art methods for supervised and self-supervised pre-training.