Abstract Interactions of leukemia and the bone marrow (BM) microenvironment are known to play a key role in the survival and growth of leukemic cells, and we have shown that HIF-1α stabilization in BM stromal cells facilitates leukemia homing and progression (Chen et al. Blood 2012, 119:4971). Leukemic cells have been shown to hijack the homeostatic mechanisms of normal hematopoietic stem cells (HSCs) and take refuge within the BM niche. This mechanism is pivotal during chemotherapy and contributes to disease relapse. In this study, we aimed to characterize the time-dependent progression of BM hypoxia involving both acute lymphocytic leukemia (ALL) cells and components of the BM niche, using multiphoton intravital microscopy (MP-IVM) . We generated a transplantable, fluorescent leukemia model by retrovirally transducing C57Bl6-Ai14 murine BM cells that express red fluorescing tdTomato with the p190-Bcr/Abl oncogene (KG Harutyunyan et al, Blood 2014 124:2396). The resulting p190-Bcr/Abl tdTomato cells caused rapid development of ALL in non-irradiated C57Bl6 immunocompetent mice, manifested by infiltration of multiple organ and BM sites, followed by death within 14-18 days. We utilized Col2.3-GFPemd transgenic mice as recipients of leukemia to highlight the osteoblastic niche, and visualized vasculature by injection of TRITC-dextran. We showed the dynamic of homing and engraftment of ALL leukemic B cells (LBC) in OB-GFP recipient mice, with homing in the vicinity of blood vessels visualized by MP-IVM, followed by proliferation and leukemia expansion. This was accompanied by invasion of both vascular and osteoblastic components of BM microenvironment. Longitudinal assessment of hypoxia utilizing pimonidazole staining showed progressive development of BM hypoxia starting from Day 10 p.i., paralleling leukemia progression, despite the abundant vascularization of the BM. To assess the integrity of the BM vascular niche during leukemia progression the experimental mice were intravitally injected with low doses of an Alexa-Fluor-647-conjugated VE-cadherin antibody (MG. Poulos et al, Epub 2013 Sep 5) to visualize the number and morphology of the perfused vessels and to analyze the architecture of the hematopoietic compartment. We observed that at late stage of leukemia progression (day 12-14 p.i) BM vessels are disorganized as a result of expansion of leukemic B cells. Ongoing longitudinal imaging experiments will characterize the cellular origin of hypoxic niche cells and the dynamic of vasculature alteration in ALL. In summary, these findings demonstrate rapid development of intra-BM hypoxia that parallels leukemia progression and involves interactions between leukemia cells and BM niche cells, as well as disordered vasculature. Citation Format: Karine G. Harutyunyan, Saradhi Mallampati, Anna Zal, Mateusz Rytelewski, Michael C. Gutkin, Jason M. Butler, Tomasz Zal, Marina Konopleva. Imaging the interaction of leukemia and bone marrow microenvironment in murine model of ALL [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2017; 2017 Apr 1-5; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2017;77(13 Suppl):Abstract nr 876. doi:10.1158/1538-7445.AM2017-876