Abstract BAG3 is a pro-survival pro-invasion chaperone. We hypothesized that human BAG3 overexpression in murine breast would contribute to mammary tumorigenesis. We generated transgenic mice ectopically expressing hBAG3 in the mammary gland under the control of the Mouse Mammary Tumor Viral promoter (MMTV-hBAG3). hBAG3 was expressed in luminal cells throughout the ductal tree in multiple transgenic lines. Targeted expression of hBAG3 dysregulated mammary gland development by both increasing proliferation and differentiation. hBAG3 mammary glands had increased epithelial elongation at 5 weeks of age, premature glandular differentiation at 10 weeks, and features of ductal hyperplasia at week 13 with increased Ki67 and p-Histone H3 in the luminal compartment. At week 13 hBAG3 induced acinar differentiation. BAG3 pro-survival gain of function was recapitulated post-partum with delayed involution. Mammary glands of MMTV-hBAG3 had alveolar persistence three days after forced involution where non-transgenic controls demonstrated typical involution-driven apoptosis and remodeling. We crossed heterozygous MMTV-hBAG3 to WAP-Int3 mice with absent alveolar development in pregnancy. hBAG3 caused alveolar budding in the WAP-Int3 background. We hypothesized hBAG3 gain of function in the mammary gland would promote tumorigenesis. On aging, mammary glands of heterozygous MMTV-hBAG3 displayed densely crowded acinar structures with atypia, consistent with hyperplastic alveolar nodule (HAN). We subjected MMTV-hBAG3 mice to either multiparity or chemical carcinogenesis. After two pregnancies, most MMTV-hBAG3 animals had hyperplastic mammary ductal lesions (MMTV-hBAG3 6/7, 86%; FVB/N 1/7, 14%). Eighteen weeks post 7,12-dimethylbenz(a)antracene (DMBA) treatment, virgin females from five different transgenic lines had more hyperplastic lesions (MMTV-hBAG3 mean 6.3 lesions/gland, N=13, FVB/N mean 3.6 lesions/gland, N=9; p = 0.04), some with atypical hyperplasia. Transgenic MMTV-hBAG3 females developed ER and PR (+) malignant tumors (5/19), 26% while non-transgenic controls had none (0/12). WAP-Int3 mice developed tumors as early as two pregnancies. Heterozygous WAP-Int3xMMTV-BAG3 had the same tumor frequency but preliminary data suggest increased aggressiveness and metastasis. Collectively, our results indicate that MMTV-hBAG3 promotes proliferation, dysregulates mammary gland development and promotes hyperplasia and tumorigenesis and may provide a novel mouse model to represent the human ER+ luminal breast cancer subtype. Citation Information: Cancer Res 2012;72(24 Suppl):Abstract nr P2-04-08.