Expression of critical enzymes in fatty acid and fat biosynthesis is tightly controlled by nutritional and hormonal stimuli. The expression of fatty acid synthase, which catalyzes all reactions for synthesis of palmitate from acetyl-CoA and malonyl-CoA, and of mitochondrial glycerol-3-phosphate acyltransferase, which catalyzes the first acylation step in glycerophospholipid synthesis, is decreased to an undetectable level during fasting. Food intake, especially a high carbohydrate, fat-free diet after fasting, causes a dramatic increase in the transcription of these genes. Insulin secretion is increased during feeding and has a positive effect on expression. By using adipocytes in culture and transgenic mice that express the reporter gene driven by the fatty acid synthase promoter, the cis-acting sequence that mediates insulin regulation of the fatty acid synthase promoter was defined. Upstream stimulatory factors (USF) that bind to the -65 E-box are required for insulin-mediated transcriptional activation of the fatty acid symthase gene. Sterol regulatory element binding protein (SREBP)-1 may be also involved in induction of these genes during feeding. Using specific inhibitors and expressing various signaling molecules, we found that insulin regulation of the fatty acid synthase promoter is mediated by the phosphatidylinositol (PI)3-kinase signaling pathway and that protein kinase B/akt is a downstream effector.