Tumor necrosis factor-α (TNF-α) is a contributing cause of the insulin resistance seen in obesity and obesity-linked type 2 diabetes, but the mechanism(s) by which TNF-α induces insulin resistance is not understood. By using 3T3-L1 adipocytes and oligonucleotide microarrays, we identified 142 known genes reproducibly upregulated by at least threefold after 4 h and/or 24 h of TNF-α treatment, and 78 known genes downregulated by at least twofold after 24 h of TNF-α incubation. TNF-α-induced genes include transcription factors implicated in preadipocyte gene expression or NF-κB activation, cytokines and cytokine-induced proteins, growth factors, enzymes, and signaling molecules. Importantly, a number of adipocyte-abundant genes, including GLUT4, hormone sensitive lipase, long-chain fatty acyl-CoA synthase, adipocyte complement-related protein of 30 kDa, and transcription factors CCAAT/enhancer binding protein-α, receptor retinoid X receptor-α, and peroxisome profilerator-activated receptor γ were significantly downregulated by TNF-α treatment. Correspondingly, 24-h exposure of 3T3-L1 adipocytes to TNF-α resulted in reduced protein levels of GLUT4 and several insulin signaling proteins, including the insulin receptor, insulin receptor substrate 1 (IRS-1), and protein kinase B (AKT). Nuclear factor-κB (NF-κB) was activated within 15 min of TNF-α addition. 3T3-L1 adipocytes expressing IκBα-DN, a nondegradable NF-κB inhibitor, exhibited normal morphology, global gene expression, and insulin responses. However, absence of NF-κB activation abolished suppression of >98% of the genes normally suppressed by TNF-α and induction of 60–70% of the genes normally induced by TNF-α. Moreover, extensive cell death occurred in IκBα-DN-expressing adipocytes after 2 h of TNF-α treatment. Thus the changes in adipocyte gene expression induced by TNF-α could lead to insulin resistance. Further, NF-κB is an obligatory mediator of most of these TNF-α responses.