Numerous studies have shown a relationship between early growth restriction and Type 2 diabetes. Studies have shown that offspring of rats fed a low protein (LP) diet during pregnancy and lactation have a worse glucose tolerance in late adult life compared with controls. In contrast, in young adult life LP offspring have a better glucose tolerance which is associated with increased insulin-stimulated glucose uptake into skeletal muscle. The aim of the present study was to compare the regulation of glucose uptake and lipolysis in adipocytes by insulin in control and LP offspring. LP adipocytes had increased basal and insulin-stimulated glucose uptake compared with controls. There was no difference in basal rates of lipolysis. Isoproterenol stimulated lipolysis in both groups, but it was more effective on LP adipocytes. Insulin reduced lipolytic rates in controls to basal levels but had a reduced effect in LP adipocytes. Protein kinase B activity matched glucose uptake, with LP adipocytes having elevated activities. These results suggest that early growth retardation has long-term effects on adipocyte metabolism. In addition, they show selective resistance to different metabolic actions of insulin and provide insight into the mechanisms by which insulin regulates glucose uptake and lipolysis.