1. The regulation of glucose uptake and disposition in skeletal muscle was studied in the isolated perfused rat hindquarter. 2. Insulin and exercise, induced by sciatic-nerve stimulation, enhanced glucose uptake about tenfold in fed and starved rats, but were without effect in rats with diabetic ketoacidosis. 3. At rest, the oxidation of lactate (0.44,umol/ mi per 30g ofmuscle in fed-rats) was decreased by 75% in both starved and diabetic rats, whereas the release of alanine and lactate (0.41 and 1.35,umol/min per 30g respectively in the fed state) was increased. Glycolysis, defined as the sum of lactate+alanine release and lactate oxidation, was not decreased in either starvation or diabetes. 4. In all groups, exercise tripled 02 consumption (from -8 to -25umol/min per 30g of muscle) and increased the release and oxidation of lactate five-to ten-fold. The differences in lactate release between fed, starved and diabetic rats observed at rest were no longer apparent however, lactate oxidation was still several times greater in the fed group. 5. Perfusion of the hindquarter ofa fed rat with palmitate, octanoate or acetoacetate did not alter glucose uptake or lactate release in either resting or exercising muscle; however, lactate oxidation was significantly inhibited by acetoacetate, which also increased the intracellular concentration of acetyl-CoA. 6. The data suggest that neither glycolysis nor the capacity for glucose transport are inhibited in the perfused hindquarter during starvation or perfusion with fatty acids or ketone bodies. On the other hand, lactate oxidat-ion is inhibited, suggesting diminished activity ofpyruvate dehydrogenase. 7. Differences in the regulation of glucose metabolism in heart and skeletal muscle and the role of the glucose/fatty acid cycle in each tissue are discussed.The present paper deals with the alterations in muscle-glucose metabolism that occur in starvation and diabetes and therole offreefatty acids and ketone bodies in causing these changes. Much of our present knowledge of this subject has been derived from experiments carried out in the perfused rat heart. Using this preparation, Randle et al. (1966) observed an inhibition of the tiptake, phosphorylation and oxidation of glucose and a -block in glycolysis at the level-of phosphofructokitase both in starvation and diabetes. In iddition, they obsrved a similar pattern in hearts perfused with fatty acids and ketone bodies, whichiled themto stggest that the increased utilization of these substrates in starved and diabetic rats might explain the impaired -glucose metabolism in these states. Comparable findings have been observed in diaphragm by some laboratories but not others (see Ruderman et al., 1969).