Studies in humans and animals demonstrate that "lipid over supply" causes or worsens insulin resistance via multiple mechanisms involving the accumulation of intracellular lipids in multiple tissues. In particular, the accumulation of fatty acyl CoA derivatives/metabolites in muscle inhibits both insulin signaling and glucose oxidation. Therefore agents that ameliorate the accumulation of fatty acyl CoA derivatives and/or their metabolites would be beneficial in the treatment or prevention of insulin resistance and T2D. Hyperinsulemic/euglycemic clamp studies in humans and carnitine supplementation studies in rodents provide "proof-of-concept" that carnitine is effective at improving insulin-stimulated glucose utilization and in reversing abnormalities of fuel metabolism associated with T2D. Carefully controlled clinical trials are warranted to determine the efficacy dietary carnitine supplementation as an adjunctive treatment for type 2 diabetes.