Adipocyte function is crucial for the control of whole body energy homeostasis. Pathway analysis of differentiating 3T3-L1 adipocytes reveals that major metabolic pathways induced during differentiation involve mitochondrial function. However, it is not clear why differentiated white adipocytes require enhanced respiratory chain activity relative to pre-adipocytes. To address this question, we used small interference RNA to interfere with the induction of the transcription factor Tfam, which is highly induced between days 2 and 4 of differentiation and is crucial for replication of mitochondrial DNA. Interference with Tfam resulted in cells with decreased respiratory chain capacity, reflected by decreased basal oxygen consumption, and decreased mitochondrial ATP synthesis, but no difference in many other adipocyte functions or expression levels of adipose-specific genes. However, insulin-stimulated GLUT4 translocation to the cell surface and subsequent glucose transport are impaired in Tfam knockdown cells. Paradoxically, insulin-stimulated Akt phosphorylation is significantly enhanced in these cells. These studies reveal independent links between mitochondrial function, insulin signaling, and glucose transport, in which impaired respiratory chain activity enhances insulin signaling to Akt phosphorylation, but impairs GLUT4 translocation. These results indicate that mitochondrial respiratory chain dysfunction in adipocytes can cause impaired insulin responsiveness of GLUT4 translocation by a mechanism downstream of the Akt protein kinase.A large body of evidence has pointed to a close relationship between ectopic fat accumulation in tissues such as muscle and liver and the development of insulin resistance (1-3). The primary defense against such ectopic lipid accumulation is a well functioning adipose tissue, capable of sequestering excess calories in the form of stored triglycerides (4). In addition to this crucial role, adipose tissue is an endocrine organ that controls whole body energy homeostasis by secreting multiple cytokines that signal to other tissues (5, 6). The central role of adipose tissue in energy homeostasis is underscored by recent findings indicating that adipose tissue is a primary locus for the alterations induced by caloric restriction that accompany longevity (7,8). Thus, the cell biological mechanism involved in optimal adipose tissue development and function are crucial for the control of whole organism energy homeostasis and the determination of life span.Adipocyte differentiation is accompanied by an expansion of mitochondrial mass (9, 10), but the functional role of the relatively high levels of mitochondria in white adipocytes compared with those in adipose stroma and other tissues is not clear. High mitochondria levels may be required for the support of adipocyte-specific ATP-requiring processes (11), or to support metabolic functions such as glyceroneogenesis, which is required for triglyceride deposition (12, 13). White adipocyte mitochondria levels in rodents and humans change ma...