Apoptosis has been observed in vascular cells, nerve, and myocardium of diabetic humans and experimental animals, although whether it contributes to or is a marker of complications in these tissues is unclear. Previous studies have shown that incubation of human umbilical vein endothelial cells (HUVECs) with 30 vs. 5 mmol/l glucose for 72 h causes a significant increase in apoptosis, possibly related to an increase in oxidative stress. We report here that this increase in apoptosis (assessed morphologically by TdT-mediated dUTP nickend labeling staining) is preceded (24 h of incubation) by inhibition of fatty acid oxidation, by increases in diacylglycerol synthesis, the concentration of malonyl CoA, and caspase-3 activity, and by decreases in mitochondrial membrane potential and cellular ATP content. In addition, the phosphorylation of Akt in the presence of 150 U/ml insulin was impaired. No increases in ceramide content or its de novo synthesis were observed. AMP-activated protein kinase (AMPK) activity was not diminished; however, incubation with the AMPK activator 5-aminoimidazole-4-carboxamideriboside increased AMPK activity twofold and completely prevented all of these changes. Likewise, expression of a constitutively active AMPK in HUVEC prevented the increase in caspase-3 activity. The results indicate that alterations in fatty-acid metabolism, impaired Akt activation by insulin, and increased caspase-3 activity precede visible evidence of apoptosis in HUVEC incubated in a hyperglycemic medium. They also suggest that AMPK could play an important role in protecting the endothelial cell against the adverse effects of sustained hyperglycemia. Diabetes 51:159 -167, 2002 V ascular disease that affects both the micro-and macrovasculature is the principal cause of morbidity and mortality in patients with diabetes (1). A wide variety of studies suggest that an early site at which these vascular complications develop is the endothelium. In particular, early abnormalities such as increases in renal and retinal blood flow, impaired vasodilation in response to physiological and pharmacological stimuli, and increased vascular permeability have been attributed to endothelial cell damage (1). Morphological correlates of these functional abnormalities were not initially identified; however, recent studies have shown an increase in apoptosis in various organs affected by diabetes, including the eye (2,3), heart (4,5), and vascular endothelium (5).The Diabetes Control and Complications Trial (6) and the U.K. Prospective Diabetes Study (7,8) have linked hyperglycemia to the occurrence of microvascular disease in patients with diabetes. Although less clear-cut, a relationship between hyperglycemia and macrovascular disease (9) has also been reported. That hyperglycemia increases apoptosis in cultured endothelium was first demonstrated by in HUVECs and since then by many others (11-13). It is well-established that apoptosis can be induced by internal signals, such as cytochrome C and apoptosis-inducing factors released from ...