Abstract Breast cancer is the second leading cause of cancer related deaths in women and up to 60% of diagnosed cases are estrogen receptor (ER)-positive. ER-positive status is associated with a poor prognosis. While ER-positive cancers could be targeted with endocrine therapy, such as aromatase inhibitors, resistance often develops. Therefore, there is a need to better understand molecular contributions of other signaling pathways with the goal of treating patients with personalized combination therapies. The mechanistic target of rapamycin complex 1 (mTORC1) regulates cell cycle progression and proliferation and is a target of a naturally occurring inhibitor rapamycin. The 40S ribosomal S6 Kinase 1 (S6K1) is one of the best characterized downstream targets of mTORC1. The mTORC1/S6K1 pathway is often hyperactivated in breast cancer, promoting cell growth and proliferation. S6K1 is encoded by the RPS6KB1 gene, located on the 17q23 chromosomal region. While this region is amplified in several types of cancer, multi-copy amplicons are found specifically in breast cancer, underscoring the importance of S6K1 in this disease. Importantly, there is a direct link between the mTORC1/S6K1 and ER signaling pathways. S6K1 directly phosphorylates and activates ER, promoting ligand-independent ER activation and endocrine resistance. Based on this data, current FDA approved treatment of advaced ER-positive breast cancer combines mTORC1 inhibitors with endocrine therapy. Some of the concerns that arise with the use of mTORC1 inhibitors (rapamycin analogs or rapalogs) is that they promote induction of autophagy and relieve the negative feedback signaling to Akt effected by S6K1, which promotes oncogenic Akt signaling, survival, and further stimulates mTORC1/S6K1 signaling, which may contribute to acquired drug resistance and patient relapse. Our research focuses on identifying agents that could be combined with mTORC1 inhibitors to block S6K1 while maintaining negative feedback signaling to Akt. Our results show that such combination treatment does in fact prevent rapamycin-induced upregulation of Akt while maintaining inhibition of the S6K1 signaling pathway, as assayed by analysis of S6K1 targets PDCD4, eIF4B and S6. Moreover, the combination treatment inhibits autophagy and promotes apoptosis. Thus, the combined inhibition of S6K1 and Akt may prevent or reverse drug resistance in breast cancer. Citation Format: Anya Alayev, Rose B. Snyder, Marina K. Holz. Targeting Akt reactivation following mTOR inhibition in breast cancer treatment. [abstract]. In: Proceedings of the AACR Special Conference on Advances in Breast Cancer Research: Genetics, Biology, and Clinical Applications; Oct 3-6, 2013; San Diego, CA. Philadelphia (PA): AACR; Mol Cancer Res 2013;11(10 Suppl):Abstract nr A068.