which adipose tissue infl uences organismal substrate distribution and metabolism in both physiological and pathophysiological states. Recently, the unexpected observation was made that the endogenous expression of apoE in adipose tissue and adipocytes importantly infl uences adipocyte differentiated function. Adipocytes that do not express endogenous apoE are smaller, contain less lipid, display a defect in lipogenesis and substrate acquisition from extracellular lipoproteins, and have alterations in the expression of genes controlling adipocyte lipid turnover ( 4-7 ). Moreover, these defects cannot be corrected by the provision of extracellular apoE in vitro or in vivo, but can be corrected by adenoviral-mediated expression of endogenous apoE in adipocytes ( 4, 5 ). Because of these effects on adipose tissue metabolism, endogenous adipocyte apoE also importantly infl uences the systemic distribution of substrate in intact animals ( 5 ). A physiological role for endogenous adipocyte apoE expression in the regulation of organismal metabolism is further underscored by the recent demonstration of physiologically relevant pathways for regulating adipocyte apoE expression (8)(9)(10)(11)(12)(13)(14).In humans, apoE is a polymorphic protein, and three common isoforms have been identifi ed: apoE2 (Cys ). The apoE3 isoform is by far the most common and is present in more than 75% of individuals. The presence of the apoE2 or apoE4 isoform has been associated with important human diseases and alterations in systemic lipoprotein metabolism ( 15-17 ). There are also observations in human populations suggesting a relationship between apoE isoform expression and adiposity, and a relationship between adiposity and lipid metabolism ( 18,19 ). In addition, important differences in cellular turnover of the apoE isoforms, with related implications for differentiated Abstract Expression of apoE in adipocytes has been shown to have an important role in modulating adipocyte triglyceride (TG) metabolism and gene expression that is independent of circulating and extracellular apoE. The impact of adipocyte expression of common human apoE isoforms was evaluated using adipocytes harvested from human apoE2, -3, and -4 knock-in mice. Expression of the apoE2 isoform was associated with an increase in adipocyte apoE gene expression and apoE synthesis. Newly synthesized apoE2 was unstable in adipocytes and demonstrated increased degradation and decreased secretion. ApoE2-expressing mice were hyperlipidemic, and had increased size of gonadal fat pads and of adipocytes, compared with apoE3 mice. In isolated cells, however, expression of the apoE2 isoform produced defective lipogenesis and increased TG hydrolysis. Incubation of adipose tissue with apoE3-containing TG-rich lipoproteins resulted in a signifi cant increase in TG in adipose tissue from apoE3 and -E4 mice, but not apoE2 mice. Reduced capacity to internalize FFA as lipogenic substrate contributed to defective lipogenesis. Newly synthesized apoE2 is unstable in adipocytes and results in...