This article is available online at http://www.jlr.org tissues during lactation, promoting lipogenesis over esterifi cation in the adipose tissue ( 2,3,7,8 ). These changes cause mobilization of lipid stores in adipose tissues to support milk production in the mammary gland.One gene that is present in both adipocytes and epithelial cells of the mammary gland is the phosphoenolpyruvate carboxykinase gene Pck1 . The role of Pck1 in adipocytes of white adipose tissue (WAT) has been clearly defi ned as glyceroneogenic. Over 30 years ago, Ballard, Hanson, and Leveille ( 9 ) and Reshef, Niv, and Shapiro ( 10, 11 ) demonstrated that in vitro incubation of rat epididymal fat pad with pyruvate reduced the amount of FFAs released by 65% ( 10, 11 ). However, the rate of lipolysis remained unaffected. In WAT, glycerol is released during lipolysis, but it cannot be phosphorylated in preparation for triglyceride synthesis because the tissue manifests negligible glycerol kinase activity. Ballard and Hanson ( 12 ) and Reshef, Hanson, and Ballard ( 13 ) determined that during fasting, gluconeogenic precursors such as pyruvate and alanine are converted into the glycerol backbone of triglycerides through the glyceroneogenic pathway. Support for a glyceroneogenic role for Pck1 in the mammary gland was established by Jimenez et al. ( 14 ), who established incorporation of labeled oleate into glycerol-3-phosphate in isolated acini from lactating Wistar rats. However, they suggested that the last steps of gluconeogenesis between triose-phosphate and glucose-6-phosphate are not operative in rat mammary gland acinar cells ( 14 ).Abstract Previously, we have shown that Pck1 expression in mammary gland adipocytes and white adipose tissue maintains triglyceride stores through glyceroneogenesis, and these lipids were used for synthesis of milk triglycerides during lactation. Reduced milk triglycerides during lactation resulted in patterning of the newborn for insulin resistance. In this study, the role of Pck1 in mammary gland epithelial cells was analyzed. The developmental expression of Pck1 decreased in isolated mouse mammary gland epithelial cells through development and during lactation. Using HC11, a clonal mammary epithelial cell line, we found that both Janus kinase 2 signal transducers and activators of transcription 5 and the AKT pathways contributed to the repression of Pck1 mRNA by prolactin. These pathways necessitate three accessory factor regions of the Pck1 promoter for repression by prolactin. Using [U- During lactation, there are profound modifi cations in the intermediary metabolism of different tissues to adequately supply nutrients for milk production ( 1, 2 ). There are decreases in both lipogenic capacity and activities of several lipogenic enzymes in adipose tissue ( 3-7 ). Prolactin is one of the key signals that integrates metabolism of