Abstract Introduction: Activating transcription factor-2 (ATF2), a member of the ATF and CREB group of bZIP transcription factors regulates gene transcription by forming homodimers or heterodimers with other AP-1 family members. We have previously shown that ATF2 is important for modulating the effect of tamoxifen, whereas Thr71-ATF2 phosphorylation predicts for improved outcome of ER-positive breast cancers receiving tamoxifen. In this study we further explore the role of ATF2 in modulating breast cancer endocrine therapy resistance. Methods: ATF2 silencing: The MCF7, TamR, LCC2, LCC9 breast cancer cell lines were maintained in their appropriate growth media. Cells were transfected using RNAiMAX (ThermoFisher Scientific) with two different siRNAs and a Silencer® negative control. Gene expression was assessed by quantitative real-time PCR (RT-qPCR) (TaqMan assays, ThermoFisher Scientific) and the protein levels were analysed by western blotting. Cell growth, invasion, migration: Sulforhodamine B assay was used for cell growth determination following manufactures’ protocol. Soft-agar colony formation was performed by seeding and incubating the cells in low-melting agarose plates. The resulting colonies were 5% MTT-stained and counted in a Gel Count™ (Oxford Optronix). Invasion/migration was performed using the transwell matrigel-coated (BD Biosciences) plates and the scratch wound healing assay. All the assays were performed in triplicates in three independent experiments. Microarray profiling: Human HT12_V4 microarray (Illumina) was performed to identify genes that were differentially regulated by ATF-2 silencing in TamR cells compared to MCF-7. Data analyses including log2 transformation and quantile normalisation were performed on R Bioconductor. Differentially-expressed genes were selected using FDR correction for multiple testing with p-value cut-off <0.05. Results: ATF-2 silencing significantly inhibited the proliferation (p<0.005), colony formation (p<0.005) and migratory ability (p<0.01) of TamR, LCC2 and LCC9 cells but had a no effect on the growth and migration of MCF-7 cells. Moreover, differential gene expression analysis in MCF7 versus TamR cells revealed a shift from the ER-enriched transcription factor network towards an ATF2-enriched and TGF2β signalling pathway (p=0.025) in TamR cells suggesting alternative hormone-independent growth mechanisms. We then considered differentially-expressed genes specific to the TamR cells (not differentially-expressed in MCF7) and found a reintroduction of ER and its signalling pathway upon ATF2 knockdown along with a reduction in MYC transcriptional activity (EnrichR). RT-qPCR and western blot confirmed the increased expression of ER and its targets TFF1, GREB1, NCOA3, in TamR cells after ATF2 silencing in both the gene and protein levels. Conclusions: In conclusion, for the first time, ATF-2 was identified as a novel transcription factor that can modulate endocrine resistance by regulating ER expression and activity. This data suggests that ATF2 silencing may overcome endocrine resistance and highlights further the dual role of this transcription factor that can mediate endocrine sensitivity and resistance by modulating ER expression and activity. Citation Format: Athina Giannoudis, Mohammed I Malki, Hisham Mohammed, Bharath Rudraraju, Suraj Menon, Simak Ali, Jason S Carroll, Carlo Palmieri. The regulatory role of activating transcription factor-2 (ATF2) in modulating tamoxifen resistance in estrogen-receptor positive breast cancer [abstract]. In: Proceedings of the 2019 San Antonio Breast Cancer Symposium; 2019 Dec 10-14; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2020;80(4 Suppl):Abstract nr P6-04-18.