An in situ (explant tissue culture) model has been developed to study the effect of 2,3,7,8-tetrachlorodibenzo-p-dioxin (TCDD), hormones, and growth factors either alone or in combination. In our model system, the effect of TCDD on protein phosphorylation was greatly affected by the presence or the absence of externally added D-glucose. In the presence of a physiologically relevant level of glucose (13.3 mM), TCDD clearly stimulated protein phosphorylation as in the case of in vivo data. However, in the absence of D-glucose, TCDD clearly inhibited protein phosphorylation. On the other hand, TCDD reduced the glucose uptake activity in isolated adipose tissue either in the presence or absence of D-glucose (13.3 mM). Therefore, the TCDD-induced reduction of glucose transport does not appear to be related directly to the simultaneous rise in protein phosphorylation. For comparison, several agents which are known to affect protein phosphorylation were tested. These hormonal agents generally affected the TCDD-untreated adipose tissues in the manner expected from their known actions, indicating that this in situ model is an adequate system to study their independent actions. The TCDD-treated adipose tissue samples showed only mild or insignificant response to these hormonal stimuli. In terms of the changes in the pattern of protein phosphorylation activities, the action of TCDD appeared to resemble that of EGF and T3. Since under in situ conditions no agents such as EGF or T3 can be expected to be present, the observed TCDD-induced changes are suggestive of the basic intracellular changes in cellular activities. The types of TCDD-induced protein kinases appear to be protein tyrosine kinases and protein kinase C.