Insulin/IGF-1 is required for differentiation of 3T3-L1 adipose cells. Downstream targets of insulin/IGF-1 that lead to adipocyte differentiation appear to include Ras, phosphatidylinositol (PI) 3-kinase, Raf, and mitogen-activated protein kinase. We have tested whether protein kinase B (PKB), a serine/threonine kinase activated by PI 3-kinase, is sufficient for 3T3-L1 preadipose cell differentiation. A plasmid vector encoding a version of PKB that is constitutively activated (Gag-PKB) was expressed in 3T3-L1 preadipose cells (Gag-PKB cells). Spontaneous morphological changes indicative of adipocyte differentiation were observed in Gag-PKB cells. The cells assumed a spherical shape and they acquired characteristic lipid droplets that stained positively for Oil Red O. Northern blot analysis detected upregulation of LPL and aP2 mRNA, specific indicators of adipocyte differentiation. Our data demonstrate that constitutive activation of PKB is sufficient to trigger adipocyte differentiation.