-The ability to increase fatty acid oxidation (FAO) in response to dietary lipid is impaired in the skeletal muscle of obese individuals, which is associated with a failure to coordinately upregulate genes involved with FAO. While the molecular mechanisms contributing to this metabolic inflexibility are not evident, a possible candidate is carnitine palmitoyltransferase-1B (CPT1B), which is a rate-limiting step in FAO. The present study was undertaken to determine if the differential response of skeletal muscle CPT1B gene transcription to lipid between lean and severely obese subjects is linked to epigenetic modifications (DNA methylation and histone acetylation) that impact transcriptional activation. In primary human skeletal muscle cultures the expression of CPT1B was blunted in severely obese women compared with their lean counterparts in response to lipid, which was accompanied by changes in CpG methylation, H3/H4 histone acetylation, and peroxisome proliferator-activated receptor-␦ and hepatocyte nuclear factor 4␣ transcription factor occupancy at the CPT1B promoter. Methylation of specific CpG sites in the CPT1B promoter that correlated with CPT1B transcript level blocked the binding of the transcription factor upstream stimulatory factor, suggesting a potential causal mechanism. These findings indicate that epigenetic modifications may play important roles in the regulation of CPT1B in response to a physiologically relevant lipid mixture in human skeletal muscle, a major site of fatty acid catabolism, and that differential DNA methylation may underlie the depressed expression of CPT1B in response to lipid, contributing to the metabolic inflexibility associated with severe obesity. obesity; DNA methylation; skeletal muscle; lipid metabolism; gene regulation MOUNTING EVIDENCE INDICATES that metabolic diseases such as obesity, type 2 diabetes, and insulin resistance are associated with an inability to oxidize lipids (12) and adjust substrate oxidation according to nutrient availability, termed "metabolic flexibility" (24). These impairments are particularly evident in the severely obese (Class III; BMI Ͼ40 kg/m 2 ), where there is an impaired ability to oxidize lipid (fatty acid oxidation, FAO) in skeletal muscle and an inability to increase skeletal muscle FAO in response to a high-fat diet (3, 25). These decrements likely contribute to ectopic lipid accumulation, which in turn is associated with insulin resistance, weight gain (13), and weight regain after weight loss (46).The molecular mechanisms contributing to this inability to oxidize lipid with severe obesity are, however, not evident. A possible candidate is the expression level of carnitine palmitoyltransferase (CPT1), which mediates the transfer of longchain fatty acids across the outer mitochondrial membrane and is a rate-limiting step in FAO (28). The activity of musclespecific CPT1 (encoded by the CPT1B gene) is reduced in skeletal muscle with obesity, contributing to a decrease in FAO (25). Conversely, overexpression of CPT1 in skeletal muscle...