Plasminogen activator inhibitor-1 (PAI-1) plays an important role in the pathogenesis of obesity-driven type 2 diabetes mellitus and associated cardiovascular complications. Here, we show that perturbation of caveolar microdomains leads to insulin resistance and concomitant up-regulation of PAI-1 in 3T3L1 adipocytes. We present several lines of evidence showing that the phosphatidylinositol 3-kinase (PI3K) pathway negatively regulates PAI-1 gene expression. Insulin-induced PAI-1 gene expression is up-regulated by a specific inhibitor of PI3K. In addition, serum PAI-1 level is elevated in protein kinase B␣-deficient mice, whereas it is reduced in p70 ribosomal S6 kinase 1-deficient mice. The PI3K pathway phosphorylates retinoblastoma protein (pRB), known to release free E2 (adenoviral protein) factor (E2F), which we have previously demonstrated to be a transcriptional repressor of PAI-1 gene expression. Accordingly, cell-penetrating peptides that disrupt pRB-E2F interaction, and thereby release free E2F, are able to suppress PAI-1 levels that are elevated during insulin-resistant conditions. This study identifies a caveolar-dependent signal pathway that up-regulates PAI-1 in insulin-resistant adipocytes and proposes a previously undescribed pharmacological paradigm of disrupting pRB-E2F interaction to suppress PAI-1 levels. diabetes T ype 2 diabetes mellitus (T2DM) is characterized by insulin resistance, where the insulin receptor (IR) fails to elicit the metabolic signaling that is required for glucose metabolism and energy homeostasis. In insulin-sensitive tissues, the IR transduces two main signaling cascades: a metabolic signaling that is responsible for glucose uptake and glycogen synthesis and a mitogenic signaling that is responsible for cell proliferation and growth. The IR substrate (IRS)-phosphatidylinositol 3-kinase (PI3K)-protein kinase B (PKB) and Cbl-CAP-Flotillin pathways represents the major metabolic signaling, whereas the Shc-Rasextracellular regulated kinase (Erk) pathway represents the major mitogenic signaling (1). Both in animal models and clinical T2DM subjects, a selective impairment of metabolic signaling has been observed, whereas mitogenic signaling is more or less unaffected (2-4).Obesity is prominent among the plethora of factors that leads to the development of T2DM, although the molecular mechanism underlying the pathogenesis of obesity-driven T2DM is not well understood. Comparative analysis of large and small fat cells within the same fat pad reveals a 2-fold reduction in the levels of plasma membrane cholesterol in large fat cells, suggesting that a decrease in membrane cholesterol is characteristic of adipocyte hypertrophy per se (5). Recently, it has been proposed that the protein levels of caveolin-1 and -3 are inversely correlated to the body-mass index. § Plasma membrane cholesterol (6) and caveolins (7) are indispensable for the structural and functional integrity of caveolar microdomains. We therefore reasoned that obesity might lead to caveolar dysfunction. Because the IR...