Objective: Central adiposity and inflammation play key roles in the development of insulin resistance through the effects of pro-inflammatory adipokines such as IL-6, but the effect of infiltrating adipocytes in skeletal muscle tissues is not known. Communications between muscle cells and fat cells may contribute to the inflammatory response associated with insulin resistance. Methods: In this study we used a co-culture system of skeletal muscle (L6) and adipocyte (3T3-L1) cell lines to study expression of the inflammatory cytokine IL-6 and changes in insulin signaling. This model could mimic the adipocytes infiltrating myocytes that is commonly seen in obese patients. Results: When plated alone the L6 cells express IL-6 mRNA and secrete IL-6 protein, both of which are increased when the cells are challenged with the bacterial lipopolysaccharide (LPS). In contrast, the 3T3-L1 cells had very little expression of IL-6 mRNA or protein. Co-culture of 3T3-L1 pre-adipocytes with L6 cells, at a density ratio of 1:10, respectively, increased IL-6 expression significantly and decreased insulin-stimulated Akt phosphorylation. To examine the role of IL-6 in insulin sensitivity we incubated the L6 cells with IL-6. A brief challenge of L6 cells with IL-6 enhanced insulin-stimulated Akt phosphorylation. In contrast, incubation of the L6 cells with IL-6 for 96 h markedly decreased insulin-stimulated Akt phosphorylation. Conclusion: The enhanced IL-6 mRNA expression and IL-6 release in L6 myocytes co-cultured with 3T3-L1 cells indicate an important interaction between adipocytes and myocytes. This observation may shed some light on the long-standing enigma of obesity-induced insulin resistance where infiltration of the skeletal muscle by preadipocytes/adipocytes is evident. (C) 2011 Elsevier Inc. All rights reserved.