Insulin stimulates the translocation of intracellular GLUT4 to the plasma membrane where it functions in adipose and muscle tissue to clear glucose from circulation. The pathway and regulation of GLUT4 trafficking are complicated and incompletely understood and are likely to be contingent upon the various proteins other than GLUT4 that comprise and interact with GLUT4-containing vesicles. Moreover, not all GLUT4 intracellular pools are insulin-responsive as some represent precursor compartments, thus posing a biochemical challenge to the purification and characterization of their content. To address these issues, we immunodepleted precursor GLUT4-rich vesicles and then immunopurified GLUT4 storage vesicle (GSVs) from primary rat adipocytes and subjected them to semi-quantitative and quantitative proteomic analysis. The purified vesicles translocate to the cell surface almost completely in response to insulin, the expected behavior for bona fide GSVs. In total, over 100 proteins were identified, about 50 of which are novel in this experimental context. LRP1 (low density lipoprotein receptorrelated protein 1) was identified as a major constituent of GSVs, and we show it interacts with the lumenal domains of GLUT4 and other GSV constituents. Its cytoplasmic tail interacts with the insulin-signaling pathway target, AS160 (Akt substrate of 160 kDa). Depletion of LRP1 from 3T3-L1 adipocytes reduces GLUT4 expression and correspondingly results in decreased insulin-stimulated 2-[ 3 H]deoxyglucose uptake. Furthermore, adipose-specific LRP1 knock-out mice also exhibit decreased GLUT4 expression. These findings suggest LRP1 is an important component of GSVs, and its expression is needed for the formation of fully functional GSVs.The insulin-dependent translocation of GLUT4 from intracellular membranes to the cell surface is a well studied paradigm for the effects of signal transduction on membrane trafficking, and this process is of considerable physiological relevance for the regulation of glucose homeostasis, as dysregulation of this process plays a role in insulin resistance and type 2 diabetes mellitus (1). Only about half of the intracellular GLUT4 translocates to the plasma membrane in response to insulin (2-5) suggesting that more than one GLUT4-containing compartment exists. In addition, kinetic analyses of GLUT4 trafficking are consistent with the interpretation that GLUT4 traffics through multiple intracellular compartments (6 -8). These and other data have led to the concept that an ultimate target of insulin signaling is a subpopulation of translocating GLUT4-containing membranes that are commonly referred to as GLUT4 storage vesicles (GSVs) 3 (9, 10). The focus of many groups over the years has been on how these GSVs form, what their protein composition is, and how insulin communicates with them and stimulates their translocation to the cell surface.GLUT4-containing vesicles have been purified and their protein composition analyzed by a number of investigators, first by conventional protein sequencing (11, 12)...