Rat aorta responds to refeeding after a fast in a manner similar to adopose tissue and liver by developing an enhanced capacity for lipogenesis and glycogen synthesis from glucose. The in vitro incorporation of D-U-14C-glucose into aortic triglycerides and glycogen was two- to four-fold higher in rats refed for three to five days after a three day fast than in ad libitum fed controls. Insulin significantly stimulated this incorporation only during refeeding for three days after a three-day fast. The glycogen synthesizing system appeared to be stimulated and to become sensitive to insulin earlier in the refeeding process than did the lipogenic system. The in vitro incorporation of 14C-glucose into aortic phospholipids was less affected by the nutritional state of the animal, and was not stimulated by insulin at any stage of the experiment. Possible mechanisms for the development of insulin supersensitivity and the implications for lipid accumulation in the artery wall are discussed.