Introduction:Certain studies suggest that multiple myeloma (MM) induces expansion of bone marrow (BM) mesenchymal stem cells (MSCs), but others showed induction of MSC senescence. MM cells suppress MSC lineages such as osteoblasts, while their effects on adipocytes remain to be elucidated. Recent studies identified “regulated” adipocytes that are smaller in size than large adipocytes that are constitutively present (Scheller et al, Nature Commun 2015), and that function as an endocrine tissue and regulators of hematopoiesis (Cawthorn et al, Cell Metab 2014), suggesting that BM adipocytes are functionally heterogeneous.We established a MSC gene signature in whole bone biopsies and showed that it gradually changes in different disease stages and is associated with outcome (Schinke et al, CCR 2018).The aim of the study was to identify changes in expression of MSC genes in BM of patients with high risk MM and in focal lesions (FLs), and to elucidate whether these changes reflect altered proportion and function of MSCs and their lineages.Methods:MSC gene expression in whole bone biopsies from normal donors (n=68), and patients with MGUS/SMM (n=90) and MM (n=531) was analyzed using global gene expression profiles. Unexpanded single MSCs from normal donors (n=3; 175 single MSCs) and MM patients (n=3; 162 single MSCs) were sorted by FACSAria and expression of mesenchymal cell, proliferation and senescence markers were analyzed by qRT-PCR using Fluidigm Biomark HD. Functionally, single MSCs were tested for their ability to multiply using supportive serum and MSC-conditioned media. Cell senescence was analyzed by SA-βGal staining. IGFBP2 and adiponectin protein were detected using immunohistochemistry (IHC). Numbers of IGFBP2+ cells were analyzed in biopsies from patients with MGUS/SMM, low risk (LR) and high risk (HR) MM (10 biopsies/group). Cultured MSCs were differentiated to adipocytes by treatment with dexamethasone, insulin and indomethacin for 3-4 weeks. The effects of recombinant IGF1 and IGFBP2 on MM cell growth were performed on BM-dependent MM lines (n=3) cultured in serum-free conditions for 48 hrs.Results:We compared MSC gene expression levels in random interstitial BM biopsies of patients with LR and HR MM, and in paired biopsy samples from random BM and FLs; 41 of the 345 MSC genes were differentially expressed in both comparisons. Most overexpressed genes were related to angiogenesis and ECM, including several collagen genes (e.g., COL4A1, POSTN, and HSPG2). Several underexpressed genes were associated with adipocytes, including IGFBP2 and aldo/keto reductases.To unravel whether these differences in gene expression reflect changes in the proportion of MSCs we tested expression of genes associated with MSCs, osteoblastogenesis, adipogenesis, proliferation and senescence in unexpanded singleMSCs. MM single MSCs had significant reduction in expression of KI67 and increased expression of the senescence marker, CDKN2A/p16, whereas expression of other tested genes were modestly differentially expressed between the two groups. Functionally, unexpanded MM MSCs had increased SA-βGal expression, and only 65±8% of single MSCs divided at least once compared to 90±4% of their normal donor counterparts (p<0.03), suggesting that the in vivo MSC gene expression in MM reflects modifications in mesenchymal cell lineages that encompass most of the mesenchymal compartment in bone.Since IGFBP2 is involved in adipogenesis and bone homeostasis we traced the source of this factor using IHC. Double staining for IGFBP2 and adiponectin revealed that IGFBP2 was mainly expressed by small adipocytes. The number of IGFBP2+ cells was higher in BM biopsies from patients with MGUS/SMM than in those from patients with MM (p<0.02), and the number was lower in biopsies from patients with HR MM than with LR MM (p<0.01).Normal MSCs differentiated to adipocytes produced a high level of IGFBP2, while co-culturing MSCs with MM cells inhibits their differentiation to adipocytes by 6 folds (p<0.001) and reduced expression of IGFBP2 and adiponectin. Recombinant IGFBP2 effectively blocked IGF1-mediated growth of MM cells, indicating its role in controlling IGF1 bioavailability.Conclusions:Our data demonstrate that MM MSCs are less proliferative and that IGFBP2+ small adipocytes are a distinct mesenchymal cell population suppressed by MM, and their depletion may contribute to disease progression. DisclosuresEpstein:University of Arkansas for Medical Sciences: Employment. Davies:Celgene: Consultancy, Honoraria, Membership on an entity's Board of Directors or advisory committees; MMRF: Honoraria; ASH: Honoraria; Takeda: Consultancy, Membership on an entity's Board of Directors or advisory committees; Janssen: Consultancy, Honoraria; Amgen: Consultancy, Membership on an entity's Board of Directors or advisory committees; Abbvie: Consultancy; TRM Oncology: Honoraria. Morgan:Takeda: Consultancy, Honoraria; Bristol-Myers Squibb: Consultancy, Honoraria; Celgene: Consultancy, Honoraria, Research Funding; Janssen: Research Funding.