Apolipoprotein E (apoE) is highly expressed in adipose tissue and adipocytes in which its expression is regulated by peroxisome proliferator-activated receptor (PPAR)-␥ agonists and tumor necrosis factor-␣. There is, however, no information regarding a role for endogenous apoE in differentiated adipocyte function. In this report, we define a novel role for apoE in modulating adipocyte lipid metabolism. ApoE ؊/؊ mice have less body fat and smaller adipocytes compared with wild-type controls. Freshly isolated adipose tissue from apoE ؊/؊ mice contains lower levels of triglyceride and free fatty acid, and these differences are maintained in cultured adipocytes derived from preadipocytes. Adenoviral expression of apoE in apoE ؊/؊ -cultured adipocytes increases triglyceride and fatty acid content. During incubation with apoE-containing triglyceride-rich lipoproteins, apoE ؊/؊ adipose tissue accumulates less triglyceride than wild type. The absence of apoE expression in primary cultured adipocytes also leads to changes in the expression of genes involved in the metabolism/turnover of fatty acids and the triglyceride droplet. Markers of adipocyte differentiation were lower in freshly isolated and cultured apoE ؊/؊ adipocytes. Importantly, PPAR-␥-mediated changes in lipid content and gene expression are markedly altered in cultured apoE ؊/؊ adipocytes. These results establish a novel role for endogenous apoE in adipocyte lipid metabolism and have implications for constructing an integrated model of adipocyte physiology in health and disease. Diabetes 55:3394 -3402, 2006 O besity and its consequent insulin resistance are major health problems in the U.S., imparting significant risk for diabetes and cardiovascular disease (1-4). The prevalence of obesity is predicted to substantially increase over the next several decades, and there is a need to better understand adipocyte and adipose tissue physiology. In the past several years, it has become apparent that adipocytes and adipose tissue actively modulate systemic substrate availability and produce a number of protein factors with endocrine, paracrine, and autocrine regulatory activity (5,6). Apolipoprotein E (apoE), which was first described as a product of hepatocytes and a surface component of lipoproteins, e.g., in humans, chylomicrons, VLDL, remnant lipoproteins, and HDL, has been shown to be highly expressed in adipocytes and adipose tissue (7). Interestingly, apoE has been shown to be highly expressed in a number of cell types that experience high lipid flux (8 -15). The physiologic role of apoE expression in other cell types has been intensively studied and characterized (8 -15). In macrophages and steroidogenic cells, for example, endogenous apoE expression plays an important role in cellular lipid balance. Adipocytes and adipose tissue, like macrophages and steroidogenic cells, also experience large lipid fluxes integral to their differentiated function, yet there is no information regarding a potential physiologic role of apoE expressed in the adipocyte. Our lab...