To determine the role of Ras-dependent signaling pathways in adipocyte function, we created transgenic mice that overexpress Ha-ras in adipocytes using the aP2 fatty acid-binding protein promoter/enhancer ligated to the human genomic ras sequence. ras mRNA was increased 8-17-fold and Ras protein 4-5-fold in white and brown fat, with no overexpression in other tissues. The subcellular distribution of overexpressed Ras paralleled that of endogenous Ras. [U-14C]Glucose uptake into isolated adipocytes was increased approximately 2-fold in the absence of insulin, and the ED50 for insulin was reduced 70%, with minimal effect on maximally stimulated glucose transport. Expression of Glut4 protein was unaltered in transgenic adipocytes, but photoaffinity labeling of transporters in intact cells with [3H]2-N-[4-(1-azi-Z,Z,Z-trifluoroethyl)benzoyl]-1,3-bis-(D-mann os-4- yloxy)-2-propylamine revealed 1.7-2.6-fold more cell-surface Glut 4 in the absence of insulin and at half-maximal insulin concentration (0.3 nM) compared with nontransgenic adipocytes. With maximal insulin concentration (80 nM), cell-surface Glut4 in nontransgenic and transgenic adipocytes was similar. Glut1 expression and basal cell-surface Glut1 were increased 2-2.9-fold in adipocytes of transgenic mice. However, Glut1 was much less abundant than Glut4, making its contribution to transport negligible. These in vitro changes were accompanied by in vivo alterations including increased glucose tolerance, decreased plasma insulin levels, and decreased adipose mass. We conclude that ras overexpression in adipocytes leads to a partial translocation of Glut4 in the absence of insulin and enhanced Glut4 translocation at physiological insulin concentration, but no effect with maximally stimulating insulin concentrations.