Factors secreted by macrophages contribute to whole-body insulin resistance, acting in part on adipose tissue. Muscle is the major tissue for glucose disposal, but how macrophage-derived factors impact skeletal muscle glucose uptake is unknown, or whether the macrophage environment influences this response. We hypothesized that conditioned medium from macrophages pretreated with palmitate or lipopolysaccharide (LPS) would directly affect insulin action and glucose uptake in muscle cells. L6-GLUT4myc myoblasts were exposed to conditioned medium from RAW264.7 macrophages pretreated with palmitate or LPS. Conditioned medium from palmitate-treated RAW264.7 macrophages inhibited myoblast insulin-stimulated glucose uptake, GLUT4 translocation and Akt phosphorylation, while activating JNK, p38 MAPK, decreasing IB- and elevating inflammation markers. Surprisingly, and opposite to its effects on adipose cells, conditioned medium from LPS-treated macrophages stimulated myoblast insulin-stimulated glucose uptake, GLUT4 translocation and Akt phosphorylation, without affecting stress kinases or inflammation indices. This medium had markedly elevated IL-10 levels, and IL-10, alone, potentiated insulin action in myoblasts and partly reversed the insulin resistance imparted by medium from palmitate-treated macrophages. IL-10 neutralizing antibodies blunted the positive influence of LPS-macrophage conditioned medium. We conclude that myoblasts and adipocytes respond differentially to cytokines. Further, depending on their environment, macrophages negatively or positively influence muscle cells. Macrophages exposed to palmitate produce a mixture of proinflammatory cytokines that reduce insulin action in muscle cells; conversely, LPS-activated macrophages increase insulin action, likely via IL-10. Macrophages may be an integral element in glucose homeostasis in vivo, relaying effects of circulating factors to skeletal muscle.