Transgenic mice overexpressing GLUT-4 selectively in adipose tissue using the aP2 promoter/enhancer develop obesity, enhanced glucose tolerance, and increased insulin sensitivity. The current study was designed to determine whether altering glucose transport affects lipoprotein lipase (LPL) activity. Female transgenic mice (10-12 mo old) have increased parametrial fat pad weight, adipocyte size, total body lipid and fasting plasma triglycerides, fatty acids, and glycerol compared with nontransgenics. Stimulation of LPL activity by feeding is blunted in parametrial and perirenal fat from 15- and 22-fold in nontransgenic mice to three- to sevenfold in transgenics. LPL activity in the fed state in transgenic mice is reduced 60-75% in fat. In heart and skeletal muscle of transgenic mice, LPL activity in the fasted state is 55-65% lower than in nontransgenics and feeding induces an unexpected rise in LPL activity. Muscle LPL activity is strongly and inversely correlated with glucose transport in adipocytes (r = -0.942, P < 0.005), which is increased 15- to 27-fold in the basal state and 4.5- to 6.9-fold in the insulin-stimulated state in transgenics. Whereas stimulation of adipose LPL may be blunted by lower plasma insulin levels in transgenics, fasting muscle LPL may be suppressed by elevated plasma lipids. Thus altering the partitioning of glucose between adipose tissue and muscle alters a critical step for the partitioning of lipoprotein fatty acids between these tissues.