To assess the role of insulin action and inaction in the liver, immortalized hepatocyte cell lines have been generated from insulin receptor substrate (IRS)-2 ؊/؊ and wild-type mice. Using this model, we have recently demonstrated that the lack of IRS-2 in neonatal hepatocytes resulted in insulin resistance. In the current study, we show that immortalized neonatal hepatocytes undergo apoptosis on serum withdrawal, with caspase-3 activation and DNA laddering occurring earlier in the absence of IRS-2. Insulin rescued wild-type hepatocytes from serum withdrawal-induced caspase-3 activation and DNA fragmentation in a dose-dependent manner, but it failed to rescue hepatocytes lacking IRS-2. In IRS-2 ؊/؊ cells, insulin failed to phosphorylate Bad. I n the liver, regulation of apoptosis is essential for development and hepatic homeostatic mechanisms. 1 Thus, liver hyperplasia during development or regeneration may be aided by inhibition of apoptosis. Conversely, liver atrophy occurs by apoptosis of liver cells in the absence of regeneration (for review, see Patel et al. 2 ). Progression of the apoptotic program can be inhibited at different levels depending on the origin of the death stimulus. In this regard, insulin promotes survival in a number of cell types. This effect is mediated by a complex network of intracellular signaling pathways. 3 The cascade begins when the activated insulin receptor (IR) phosphorylates several docking proteins, including the insulin receptor substrate (IRS) family 4 and Shc. Then, phosphorylated IRSs (IRS-1, -2, -3, and -4) connect with the phosphatidylinositol 3-kinase (PI 3-kinase) signaling pathway, 5 which plays a central role in the metabolic actions elicited by insulin, and the Ras/MAPK pathway, a major regulatory pathway for gene expression. 6 Among the members of the IRS family, IRS-2 triggers insulin actions in the liver. In fact, mice deficient in IRS-2 develop hepatic insulin resistance and fatty liver along with -cell failure, 7-10 producing a severe type-2 diabetic phenotype. At the mo-