Abstract DNA methylation is one of several epigenetic mechanisms used by cells to control gene expression. The de novo methyltransferases, DNMT3a and DNMT3b, establish new methylation patterns during early development. DNMT1, the maintenance methyltransferase, ensures propagation of hemi-methylated DNA. Human cancers are characterized by aberrant DNA methylation patterns, including global hypomethylation and hypermethylation of promoters at tumor suppressor genes. This latter change leads to transcriptional silencing. Experimentally, DNMT1 is capable of transcriptional repression without its methyltransferase activity, partially through interactions with histone-modifying enzymes. We hypothesized DNMT3B may also be capable of modulating gene expression independently of its methyltransferase activity, by recruiting repressive epigenetic proteins to the promoters of endogenous DNMT3B targets. Using an isogenic colorectal cancer cell culture model, we investigated the functional consequences of the removal and re-introduction of DNMT3B on target gene expression, methylation, and chromatin status. A stable genetic knock out cell line, transient shRNA knock down, and pharmacologic inhibition resulted in upregulation of a subset of candidate DNMT3B targets identified by gene expression arrays and validated by quantitative RT-PCR. Interestingly, reintroduction of both wild-type and catalytically dead mutant DNMT3B in the knockout cells transcriptionally repressed the same loci. Infinium 450K arrays were performed to assess DNA methylation status. As expected, the loss of DNMT3B did not result in significant changes in global methylation at TSS, CpG islands, shores, shelves, and UTRs. However, in selected of the above targets, locus-specific demethylation was identified. Overexpression of both wild-type and catalytically dead mutant DNMT3B failed to restore local methylation, in concert with transcriptional repression of these loci, further suggesting an alternative regulatory mechanism to explain transcriptional changes. Interactions of DNMT3B with other repressive proteins could account for the above transcriptional repression. ChIP studies revealed LSD1, a histone demethylase that represses transcription, is lost in the 3B knockout cells but is recruited back to the promoters of repressed DNMT3B target genes with DNMT3B insertion. These data strongly suggest DNMT3B possesses a non-canonical function as a scaffold protein for transcriptional repressors. Citation Format: Khadijah A. Mitchell, Hariharan Easwaran, Stephen B. Baylin. DNMT3B (a de novo DNA methyltransferase) epigenetically regulates gene expression, independent of its DNA methyltransferase activity. [abstract]. In: Proceedings of the 105th Annual Meeting of the American Association for Cancer Research; 2014 Apr 5-9; San Diego, CA. Philadelphia (PA): AACR; Cancer Res 2014;74(19 Suppl):Abstract nr 4779. doi:10.1158/1538-7445.AM2014-4779