TPS269 Background: Thyroid cancer causes over 1,600 deaths annually, mostly from poorly differentiated tumors that are radioiodine resistant. Cytotoxic chemotherapy has limited efficacy so alternative therapies are warranted. Retinoids are vitamin A derivatives that bind to retinoic acid and retinoid × receptors (RARs and RXRs), each with α, β, and γ isotypes. Retinoid receptors are present in thyroid tissue and the RXRγ isotype has been shown to be higher in thyroid cancer than matched normal tissue. RXRs can form a heterodimer partnership with PPARγ to enhance transcriptional activity upon DNA binding. Bexarotene is a selective RXR agonist approved for the treatment of cutaneous T-cell lymphoma. Preclinical in vitro and in vivo studies show that bexarotene reduces growth in RXRg expressing cells and xenograft tumor size, and this effect is enhanced when PPARγ is present. Additionally, bexarotene has been shown to increase radioiodine uptake in some patients with previously radioiodine-resistant thyroid cancer. Methods: Adult patients with radioiodine-resistant follicular-derived thyroid cancer and RECIST criteria disease progression and/or PET positive lesions will be enrolled. Eligible patients will receive open-label bexarotene at a dose of 300 mg/m2/day. Concomitant omega-3 fatty acids will be started two weeks before bexarotene. We propose a two-part, standard phase II trial where we will study 19 patients and if we see one response we will enroll 12 more for a total of 26 patients. With an anticipated 10-30% drop out this will allow for 14 initial patients and if a responder is found 23 patients total. Study drug will be given for one year and the primary end points are tumor response by RECIST criteria and correlation with primary thyroid cancer tissue expression of RXR and PPARy receptors. The secondary endpoint is radioiodine uptake at 6 months and 1 year. At weeks 8, 18, 24, 30, 38, 46, and 52 TSH, Free T4, total T4, total T3, thyroglobulin and thyroglobulin antibodies will be obtained. Neck ultrasound, PET-CT scan, and rhTSH-stimulated radioactive iodine whole body scan will be obtained on weeks 24 and 52. No significant financial relationships to disclose.