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The metabolism of diabetic adipose tissue was studied after prolonged preincubationin vitro (16 h) in a medium containing albumin and glucose with and without insulin. The initially decreased glucose uptake and metabolism of diabetic adipose tissue rose to normal levels during incubation. This increase was subject to inhibition by phlorizin, indicating that facilitated glucose diffusion was responsible. The tissue remained insulinsensitive during prolonged incubation. However, insulin sensitivity did not increase in the same way as basal glucose uptake. — Glycerol release and incorporation of glucose-U-14C into glyceride-glycerol increased during incubation, and both were inhibited to some extent by insulin. Fatty acid synthesis from glucose-U-14C increased during incubation but did not reach normal values. — Unlike tissues of fed rats, phosphorylation of glucose rather than transport became the rate-limiting step in glucose metabolism after prolonged incubationin vitro. Cycloheximide, but not actinomycin D, inhibited the preincubation effect.