Abstract Disclosure: M. Salim: None. S. Dasaraju: None. Y. Lee: None. S. Afzal: None. B.K. Erickson: None. M.A. Khalifa: None. L.A. Burmeister: None. Background: Hyperandrogenism in postmenopausal women may arise from either ovarian or adrenal source and can pose challenging diagnostic dilemma. Clinical Case: A 66-year-old multigravida, post-menopausal woman presented with a 3-month history of worsening alopecia. Her past medical history included diabetes mellitus type 2 and breast cancer. Menarche was at age 12. There was no history of infertility. Menopause was in her 40’s. She had been shaving her upper lip and chin hair every 3 days for the past 10 years. Scalp hair loss had accelerated in the last 3 months, with loss of the bangs. Physical exam was significant for body mass index 34, deep voice, and clitoromegaly. Laboratory tests showed testosterone 160 ng/dL, (8-60 ng/dL), free testosterone 3.37 ng/dL (0.06-0.38 ng/dL), androstenedione 2.196 ng/mL (0.13-0.82 ng/mL), sex hormone binding globulin (SHBG) 31 nmol/L (30-135 nmol/L), dehydroepiandrosterone-sulfate (DHEAS) 86 ug/dL (13-130 ug/dL), 17-hydroxy progesterone 96 ng/dL (<51 ng/dL), inhibin A 1.1 pg/mL (<6.9 pg/mL), inhibin B <10 pg/mL (<16 pg/mL), adrenocorticotropic hormone 38 pg/mL (<47 pg/mL), and cortisol 12.2 ug/dL (4-22 ug/dL). Response to 1 mg overnight dexamethasone suppression test demonstrated persistently elevated testosterone (160 ng/dL), and incomplete suppression of androstenedione (0.827 ng/mL) and cortisol (2.4 ug/dL). Computerized tomography (CT) scan showed a left adrenal nodule (12 mm, 5 Hounsfield units, stable compared to imaging 2 years prior) and unremarkable appearance of the ovaries. Pelvic ultrasound did not show ovarian tumor on the right and left ovary was not seen. Adrenal and ovarian vein sampling suggested the ovaries as the source of the testosterone. Given the ovarian vein sampling results, a multidisciplinary discussion between endocrinology and gynecologic oncology concluded that bilateral salpingo-oophorectomy (BSO) was the next best step for diagnosis and management. Laparoscopic BSO was performed. Intraoperatively, the ovaries appeared grossly normal with the exception of dilated ovarian veins. Histopathology showed bilateral Leydig cell tumors (left: 1.5 cm; right: 2.0 cm) and a 0.7 cm left ovarian Brenner tumor. At 1-year postoperative follow-up, alopecia had resolved. Laboratory evaluation showed normalization of the testosterone (23 ng/dL), free testosterone (0.47 ng/dL). Androstenedione (1.023 ng/mL) was lower than before surgery but higher than reference range. Conclusion: The presented rare case of postmenopausal virilization is even more unique due to the synchronous presence of 2 rare ovarian tumors, both capable of causing hyperandrogenism, including bilateral ovarian Leydig cell tumor, Brenner tumor and adrenal incidentaloma. Despite normal appearing ovaries on imaging studies, BSO was ultimately necessary for diagnosis and management. Presentation: 6/3/2024