5173 Background: 2ME2 is a non-estrogenic derivative of estradiol with antiproliferative and antiangiogenic activity. Preclinical data support antitumor activity in prostate cancer. Prior studies with 2ME2 capsules showed evidence for antitumor activity in chemotherapy-naive HRPC as evidenced by decreases in PSA velocity, despite suboptimal exposures. Here we report the phase II results of 2ME2 NCD in men with taxane-refractory HRPC. Methods: Pts with HRPC who had progressed on only one prior taxane-based regimen were eligible. All pts received 2ME2 NCD at 1500 mg orally four times daily, repeated in 28 day cycles. The primary endpoint was progression free survival at month 6, with a secondary endpoint of PSA response (consensus criteria). An exploratory endpoint was the metabolic response on FDG-PET imaging (baseline to 28 days). Results: A total of 50 pts was planned. The study was terminated after 21 pts when a futility analysis showed the primary endpoint was unlikely to be reached, as no pts remained on study for > 6 mo. The median number of cycles on study was 2 (range <1 to 4). Reasons for study termination include: disease progression (17) and adverse events (3). One pt remains on study. Adverse events (AE) of grade 3 or greater occurred in 12 patients (57%). Most frequent AE were: fatigue (48%), nausea (43%), anorexia (33%), and vomiting and diarrhea (28%). Transient transaminase elevations occurred in 3 patients. Paired FDG-PET scans were obtained for 11 pts. No metabolic responses were observed as defined by the protocol. Mean SUVmax change was -7.73% (range -27.05% to +20.45%). Conclusions: 2ME2 NCD did not appear to have clinically significant activity in this study and thus cannot be recommended for use as monotherapy in men with taxane-refractory HRPC. Given the aggressive biology in this taxane-refractory population, the potential benefit from a cytostatic agent like 2ME2 might better be realized in the pre-chemotherapy (or rising PSA only) stage. Of note, FDG-PET positive metastasis was found in 100% of pts with taxane-refractory HRPC (as opposed to reported 70% in the chemo-naive HRPC population). Author Disclosure Employment or Leadership Consultant or Advisory Role Stock Ownership Honoraria Research Expert Testimony Other Remuneration EntreMed EntreMed EntreMed EntreMed