Hyperglycemia is a major independent risk factor for diabetic macrovascular disease. The consequences of exposure of endothelial cells to hyperglycemia are well established. However, little is known about how adipocytes respond to both acute as well as chronic exposure to physiological levels of hyperglycemia. Here, we analyze adipocytes exposed to hyperglycemia both in vitro as well as in vivo. Comparing cells differentiated at 4 mM to cells differentiated at 25 mM glucose (the standard differentiation protocol) reveals severe insulin resistance in cells exposed to 25 mM glucose. A global assessment of transcriptional changes shows an up-regulation of a number of mitochondrial proteins. Exposure to hyperglycemia is associated with a significant induction of reactive oxygen species (ROS), both in vitro as well as in vivo in adipocytes isolated from streptozotocin-treated hyperglycemic mice. Furthermore, hyperglycemia for a few hours in a clamped setting will trigger the induction of a pro-inflammatory response in adipose tissue from rats that can effectively be reduced by co-infusion of N-acetylcysteine (NAC). ROS levels in 3T3-L1 adipocytes can be reduced significantly with pharmacological agents that lower the mitochondrial membrane potential, or by overexpression of uncoupling protein 1 or superoxide dismutase. In parallel with ROS, interleukin-6 secretion from adipocytes is significantly reduced. On the other hand, treatments that lead to a hyperpolarization of the mitochondrial membrane, such as overexpression of the mitochondrial dicarboxylate carrier result in increased ROS formation and decreased insulin sensitivity, even under normoglycemic conditions. Combined, these results highlight the importance ROS production in adipocytes and the associated insulin resistance and inflammatory response.Many genetic and environmental factors can lead to the development of insulin resistance. Once a degree of insulin resistance is established, decreased glucose tolerance arises and occasional bouts of hyperglycemia ensue. Hyperglycemia can in turn cause a further deterioration of insulin sensitivity in a number of tissues, such as the vascular endothelium, muscle, and adipocytes (1).In the vascular endothelium, hyperglycemia has been shown to activate protein kinase C isoforms, give rise to increased levels of glucose-derived advanced glycation end products, and to cause an increased glucose flux through the aldose reductase pathway. Normalization of mitochondrial reactive oxygen species by a number of different approaches prevents these phenomena (2). In adipocytes, Tang and colleagues (3) have shown that a combination of hyperglycemia and hyperinsulinemia results in reduced insulin-stimulated glucose uptake that was in part because of reduced insulin receptor dephosphorylation.Gagnon and Sorisky (4) have previously assessed the effects of low and high glucose levels on 3T3-L1 adipocytes and reported effects on insulin-mediated IRS-1 1 phosphorylation and associated phosphatidylinositol kinase activity. Lu and coll...