STAT3 activity is governed by phosphorylation and acetylation. Post-translational modifications determine localization to the nucleus for transcriptional activity, or to signaling endosomes for regulation of signaling pathways. We recently identified a pattern of high pSTAT3(S727) and low pSTAT3(Y705) levels due to autocrine IL-6 production in mesenchymal cells of strictures in fibrostenotic Crohn's disease. The opposite is seen in the normal intestine in the same patient. This pattern characterizes B2 from other Crohn's phenotypes. We recently showed that STAT3 regulates transcription of TGFβ1 and collagen I. TheAIM of this study is to determine the post-translational and epigenetic modifications that determine the subcellular trafficking and function of STAT3. METHODS: Subepithelial myofibroblasts (SEMF) and smooth muscle cells (SMC) were isolated from strictured intestine and normal intestine of patients with fibrostenotic Crohn's disease and from intestine of TNBS treated C57Bl/6J mice and RAG(-/-) mice following transfer of CD4+CD45RBhi T-cells both after 8 weeks. Isolated cells were used to prepare RNA and cell lysates. Histologic sections were also prepared for immunofluorescence. Cell lysates and immunofluorescent staining of primary cultured cells were used to determine STAT3 subcellular localization of phosphorylated Y705 and S727 and acetylated K685. RESULTS: In both animal models expression of TGF-β1 and Collagen I increased in mesenchymal cells after 8 weeks similar to Crohn's disease. Similar patterns of S727 and Y705 phosphorylation and K685 acetylation and subcellular localization were observed in SEMF and SMC in B2 Crohn's disease (Figure 1), TNBS colitis and T-cell transfer. Phospho S727 and Acetyl K685 were increased and phospho Y705 was decreased in strictures in mice. Phospho S727 and acetyl K685 were localized to the nucleus, phospho Y705 was localized to endosomes in humans (Figrue 2) and mice. The opposite pattern was seen in normal intestine and control mice. IL-6-induced STAT3 nuclear localization of phospho S727 and acetyl K685 was enhanced by inhibition of histone deacetylation with Trichostatin A (500nM) and blocked by the inhibition of acetylation with the p300/CBP acetylation inhibitor, C646 (2.5 μM). IL-6-induced Erk1/2 activation and mesenchymal cell proliferation was inhibited by transfection of a dominant negative STAT3(Y705F) mutant or by pharmacologic inhibition of STAT3 phosphorylation. CONCLUSIONS: Activity of STAT3 is regulated by post-transcriptional modification of phosphorylation state and by epigenetic modification of acetylation of lysine residues that determine its subcellular localization and activity. Distinct subcellular localization to nucleus or signaling endosome differentially regulate transcription of TGF-β1 and collagen IαI, and proliferation of mesenchymal cells, respectively.