Hyperlipidemia (HL) impairs cardiac glucose homeostasis, but the molecular mechanisms involved are yet unclear. We examined HL-regulated GLUT4 and peroxisome proliferator-activated receptor (PPAR) ␥ gene expression in human cardiac muscle. Compared with control patients, GLUT4 protein levels were 30% lower in human cardiac muscle biopsies from patients with HL and/or type 2 diabetes mellitus, whereas GLUT4 mRNA levels were unchanged. PPAR␥ mRNA levels were 30 -50% lower in patients with HL and/or diabetes mellitus type 2 than in controls. Reporter studies in H9C2 cardiomyotubes showed that HL in vitro, induced by high levels of arachidonic (AA) stearic, linoleic, and oleic acids (24 h, 200 M) repressed transcription from the GLUT4 promoter; AA also repressed transcription from the PPAR␥1 and PPAR␥2 promoters. Co-expression of PPAR␥2 repressed GLUT4 promoter activity, and the addition of AA further enhanced this effect. 5-Deletion analysis revealed three GLUT4 promoter regions that accounted for AAmediated effects: two repression-mediating sequences at ؊443/؊423 bp and ؊222/؊197 bp, the deletion of either or both of which led to a partial derepression of promoter activity, and a third derepression-mediating sequence at ؊612/؊587 bp that was required for sustaining this derepression effect. Electromobility shift assay further shows that AA enhanced binding to two of the three regions of cardiac nuclear protein(s), the nature of which is still unknown. We propose that HL, exhibited as a high free fatty acid level, modulates GLUT4 gene expression in cardiac muscle via a complex mechanism that includes: (a) binding of AA mediator proteins to three newly identified response elements on the GLUT4 promoter gene and (b) repression of GLUT4 and the PPAR␥ genes by AA.Glucose transport is the rate-limiting step for glucose metabolism in the heart (1). Under resting conditions, the heart derives about 70% of its energy from the oxidation of lipids and only 30% from glycolysis and glucose oxidation (1). Pathological states such as ischemia, hypertrophy, and congestive heart failure render the heart increasingly dependent on glucose to meet its metabolic demands (2-4). Although patients with DM2 4 and/or HL are at higher risk of developing coronary atherosclerosis, little is known about how these risk factors affect glucose homeostasis in hCM. In critically hospitalized patients, intensive normalization of plasma glucose levels was shown to be most beneficial way to reduce the size of the ischemic zone during coronary ischemia (5).Insulin stimulation of glucose uptake in muscle and adipose tissue includes translocation of insulin-sensitive glucose transporters (GLUT4) from intracellular pools to the cell surface (6 -8). Reduced cellular content of GLUT4 is characteristic of DM2 and insulin resistance (9, 10). Stresses such as ischemia, hypoxia, and high frequency contraction can also modulate GLUT4 expression (11). Although GLUT4 knock-out mice are not diabetic, they do exhibit abnormalities in glucose and lipid metabolism, an...