In 3T3-L1 adipocytes, hyperosmotic stress was found to inhibit insulin signaling, leading to an insulin-resistant state. We show here that, despite normal activation of insulin receptor, hyperosmotic stress inhibits both tyrosine phosphorylation of insulin receptor substrate-1 (IRS-1) and IRS-1-associated phosphoinositide 3 (PI 3)-kinase activity in response to physiological insulin concentrations. Insulin-induced membrane ruffling, which is dependent on PI 3-kinase activation, was also markedly reduced. These inhibitory effects were associated with an increase in IRS-1 Ser 307 phosphorylation. Furthermore, the mammalian target of rapamycin (mTOR) inhibitor rapamycin prevented the osmotic shock-induced phosphorylation of IRS-1 on Ser 307 . The inhibition of mTOR completely reversed the inhibitory effect of hyperosmotic stress on insulin-induced IRS-1 tyrosine phosphorylation and PI 3-kinase activation. In addition, prolonged osmotic stress enhanced the degradation of IRS proteins through a rapamycin-insensitive pathway and a proteasome-independent process. These data support evidence of new mechanisms involved in osmotic stress-induced cellular insulin resistance. Short-term osmotic stress induces the phosphorylation of IRS-1 on Ser 307 by an mTOR-dependent pathway. This, in turn, leads to a decrease in early proximal signaling events induced by physiological insulin concentrations. On the other hand, prolonged osmotic stress alters IRS-1 function by inducing its degradation, which could contribute to the down-regulation of insulin action.Insulin regulates blood glucose levels through multiple regulatory mechanisms such as suppression of endogenous glucose production in liver and stimulation of glucose uptake into muscle and adipocytes (1). Glucose transport in muscle and adipose tissues is caused by the translocation of the glucose transporter Glut 4 from an intracellular pool to the plasma membrane. These biological responses require tyrosine phosphorylation of IRS-1, 1 which, in turn, binds and activates PI 3-kinase. Downstream effectors of PI 3-kinase such as protein kinase B (PKB) or atypical PKC could be involved in Glut 4 translocation (2, 3). Further, it has been recently shown that insulin-induced Glut 4 translocation also requires the activation of the adaptor protein containing PH and SH2 domain (APS)/Cbl-associated protein (CAP)/Cbl/Crk-II/TC10 pathway independent of PI 3-kinase activation (4 -6). Other stimuli, such as osmotic shock, can promote Glut 4 translocation. However, osmotic shock only partly mimics the insulin effect on Glut 4 translocation and glucose uptake. The effect induced by osmotic stress requires the tyrosine phosphorylation of the adaptor protein Grb2-Associated binder-1 and is independent of PI 3-kinase/PKB activation (7-10). We have recently shown that both osmotic shock and insulin share the Crk-II/TC10 pathway to stimulate Glut 4 translocation (10). However, like several other insulinomimetic agents, hyperosmolarity not only partly activates several insulin-specific biologica...