The ketone body acetoacetate (AA) in the absence of insulin or in the presence of diabetic insulin levels decreases CYP2E1 mRNA expression in a concentration-and time-dependent manner in primary cultured rat hepatocytes. AA activates p70 ribosomal S6 kinase (p70S6K) and protein kinase C (PKC) by ϳ2-to 2.5-fold, respectively, following 6-h treatment. The AAmediated activation of p70S6K, but not PKC, was abolished by inhibition of PI 3-K with LY294002 [2-(4-morpholinyl)-8-phenyl-4H-1-benzopyran-4-one] or wortmannin, in agreement with p70S6K being downstream of phosphatidylinositol 3-kinase (PI 3-K). Inhibition of PI 3-K, mTOR with rapamycin, or PKC with bisindolylmaleimide ameliorated the AA-mediated down-regulation of CYP2E1 mRNA expression. Neither the mitogen-activated protein kinase kinase inhibitor PD98059 (2Ј-amino-3Ј-methoxyflavone) nor the p38 mitogen-activated protein kinase inhibitor SB203580 [4-(4-fluorophenyl)-2-(4-methylsulfinylphenyl)-5-(4-pyridyl)1H-imidazole] ameliorated the AA-mediated suppression of CYP2E1 mRNA expression. Heterogeneous nuclear RNA analysis revealed that AA suppressed CYP2E1 gene transcription by ϳ50% and that inhibition of PI 3-K and PKC diminished this AA-mediated effect on transcription. CYP2E1 mRNA half-life slightly increased from ϳ24 h in untreated hepatocytes to ϳ32 h in AA-treated cells. Interestingly, AA increased CYP2E1 protein levels by ϳ2-and 2.5-fold at 24 and 48 h, respectively. DL--Hydroxybutyrate was without effect. Polysomal distribution studies revealed that AA increased the proportion of RNA associated with the actively translated polysomal fractions versus the 40S to 60S untranslated fractions by ϳ40%. CYP2E1 protein half-life increased from ϳ8 h in untreated hepatocytes to ϳ24 in AA-treated cells. These data show that AA decreases CYP2E1 mRNA expression through inhibition of gene transcription while simultaneously elevating CYP2E1 protein levels through increased translation and decreased protein degradation.Acetoacetate (AA) and DL--hydroxybutyrate (3HB) comprise two major ketone bodies, which are produced primarily in the liver. Ketone bodies are considered an emergency source of glucose (Casazza et al., 1984). In humans, ketone bodies (AA plus 3HB) with plasma concentrations higher than 1 mM are considered hyperketonemic. Ketone body concentrations may be elevated up to 10 mM in severe ketosis, relative to concentrations less than 0.5 mM under normal physiologic conditions (Jain et al., 2003). Hyperketonemia is a very common feature in diabetes mellitus.AA and 3HB effects on CYP2E1 expression remain controversial. An increase in CYP2E1 protein and/or activity has been associated with hyperketonemia (Shimojo, 1994); however, neither AA nor 3HB elevated CYP2E1 mRNA levels in the presence of insulin in primary cultured rat hepatocytes (Zangar and Novak, 1997) or in vivo (Barnett et al., 1992). In addition, we have reported that AA, but not 3HB, in the absence of insulin substantially decreased CYP2E1 mRNA levels in primary cultured rat hepatocytes c...