A recent prospective clinical study has shown that antiviral therapy with HIV protease inhibitors (PIs) is associated with a syndrome of peripheral fat wasting (lipodystrophy) and disordered glucose and lipid metabolism (Carr et al. 1999). We have studied the effects of indinavir and saquinavir, two HIV protease inhibitors, on cultured primary human preadipocytes and report that these compounds inhibit their differentiation. However, we find that these agents do not inhibit either transcriptional activation or adipocyte P2 gene induction by the PPARgamma/RXR nuclear receptor heterodimer. Together, our findings suggest that impaired adipogenesis is the basis of PI-associated lipodystrophy, but that this occurs via a PPARgamma/RXR-independent mechanism.