Circulating acyl-carnitines (acyl-CNTs) are associated with insulin resistance (IR) and type 2 diabetes (T2D) in both rodents and humans. However, the mechanisms whereby circulating acyl-CNTs are increased in these conditions and their role in whole-body metabolism remains unknown. The purpose of this study was to determine if, in humans, blood cells contribute in production of circulating acyl-CNTs and associate with whole-body fat metabolism. Eight non-diabetic healthy women (age: 47±19y; BMI: 26±1kg·m-2) underwent stable isotope tracer infusion and hyperinsulinemic-euglycemic clamp study to determine invivo whole-body fatty acid flux and insulin sensitivity. Blood samples collected at baseline (0min) and after 3h of clamp were used to determine the synthesis rate of palmitoyl-carnitine (palmitoyl-CNT) invitro. The fractional synthesis rate of palmitoyl-CNT was significantly higher during hyperinsulinemia (0.788±0.084 vs. 0.318±0.012%·hr-1, p=0.001); however, the absolute synthesis rate (ASR) did not differ between the periods (p=0.809) due to ∼30% decrease in blood palmitoyl-CNT concentration (p=0.189) during hyperinsulinemia. The ASR of palmitoyl-CNT significantly correlated with the concentration of acyl-CNTs in basal (r=0.992, p<0.001) and insulin (r=0.919, p=0.001) periods; and the basal ASR significantly correlated with plasma palmitate oxidation (r=0.764, p=0.027). In women, blood cells contribute to plasma acyl-CNT levels and the acyl-CNT production is linked to plasma palmitate oxidation, a marker of whole-body fat metabolism. Future studies are needed to confirm the role of blood cells in acyl-CNT and lipid metabolism under different physiological (i.e., in response to meal) and pathological (i.e., hyperlipidemia, IR and T2D) conditions.