Aquaporin 2 (AQP2), when expressed in fully differentiated 3T3-L1 adipocytes, displays cAMP-dependent plasma membrane translocation in a manner similar to its behavior in renal epithelial cells. The translocation of AQP2 required phosphorylation at serine 256 as the expression of AQP2/S256D was constitutively plasma membrane localized whereas AQP2/S256A was refractory to forskolin stimulation. Unlike GLUT4, this property is not inhibited by depolymerization of cortical actin. In addition, co-expression with the dominant negative form of TC10 (TC10/T31N) or inhibition of phosphatidyl-inositol-3-kinase did not abrogate the cAMP-mediated response. Under basal condition, AQP2 is localized in both the perinuclear region and in punctate vesicles scattered within the periphery of the cell. Two and three-dimensional confocal immunofluorescence microscopy demonstrated that the adipocyte AQP2 cAMP-responsive compartment was distinct from the GLUT4 insulin-responsive compartment. Consistent with this conclusion, insulin was an effective stimulator of GLUT4 translocation but had no effect on AQP2. Conversely, forskolin induced AQP2 translocation but not GLUT4. Co-localization studies with the early endosomal marker EEA1 and transferrin receptor (TfR) suggested that the AQP2 compartment is mostly distinct from endosomal vesicles. Interestingly though, the peripheral AQP2 vesicles significantly overlapped VAMP2, underscoring the role of the latter in hormone-regulated exocytosis. To acquire insulin-responsiveness following biosynthesis, GLUT4 undergoes a slow sorting step that requires 6-9 h. In contrast, AQP2 rapidly acquires forskolin- responsiveness (3 h following biosynthesis) and directly enters the cAMP regulated compartment without transiting the plasma membrane. Altogether, these data demonstrate that adipocytes display two different intracellular sorting mechanisms that direct distinct hormone-sensitive partitioning of GLUT4 and AQP2.