Objective: Glucocorticoid excess leads to insulin resistance. This study explores the effects of glucocorticoids on the glucose transport system and insulin signalling in rat adipocytes. The interaction between glucocorticoids and high levels of insulin and glucose is also addressed. Design and Methods: Isolated rat adipocytes were cultured for 24 h at different glucose concentrations (5 and 15 mmol/l) with or without the glucocorticoid analogue dexamethasone (0.3 mmol/l) and insulin (10 4 mU/ml). After the culture period, the cells were washed and then basal and insulin-stimulated glucose uptake, insulin binding and lipolysis as well as cellular content of insulin signalling proteins (insulin receptor substrate-1 (IRS-1), IRS-2, phosphatidylinositol 3-kinase (PI3-K) and protein kinase B (PKB)) and glucose transporter isoform GLUT4 were measured. Results: Dexamethasone in the medium markedly decreased both basal and insulin-stimulated glucose uptake at both 5 and 15 mmol/l glucose (by ,40-50%, P , 0:001 and P , 0:05 respectively). Combined long-term treatment with insulin and dexamethasone exerted additive effects in decreasing basal, and to a lesser extent insulin-stimulated, glucose uptake capacity ðP , 0:05Þ compared with dexamethasone alone, but this was seen only at high glucose (15 mmol/l). Insulin binding was decreased (by ,40%, P , 0:05) in dexamethasone-treated cells independently of surrounding glucose concentration. Following dexamethasone treatment a ,75% decrease ðP , 0:001Þ in IRS-1 expression and an increase in IRS-2 (by ,150%, P , 0:001) was shown. Dexamethasone also induced a subtle decrease in PI3-K (by ,20%, P , 0:01) and a substantial decrease in PKB content (by ,45%, P , 0:001). Insulin-stimulated PKB phosphorylation was decreased (by ,40%, P , 0:01) in dexamethasone-treated cells. Dexamethasone did not alter the amount of total cellular membrane-associated GLUT4 protein. The effects of dexamethasone per se on glucose transport and insulin signalling proteins were mainly unaffected by the surrounding glucose and insulin levels. Dexamethasone increased the basal lipolytic rate (,4-fold, P , 0:05), but did not alter the antilipolytic effect of insulin. Conclusions: These results suggest that glucocorticoids, independently of the surrounding glucose and insulin concentration, impair glucose transport capacity in fat cells. This is not due to alterations in GLUT4 abundance. Instead dexamethasone-induced insulin resistance may be mediated via reduced cellular content of IRS-1 and PKB accompanied by a parallel reduction in insulin-stimulated activation of PKB.