Introduction: Despite recent successes with CAR T-cell therapy against CD19 in patients with B-celllymphomas, only ∼30%–40% of DLBCL and FL patients maintain a durable complete long-term remission, and over half of the patients will ultimately relapse. Several factors contribute to the lack of response or relapse, including tumor cell-intrinsic factors, an immunosuppressive tumor microenvironment (TME), and CAR T-cell dysfunction. DLBCL and FL depend on EZH2 for their proliferation and survival. Somatic gain-of-function mutations of EZH2 (EZH2Y641X, found in 20%–30% FL and GCB-DLBCL) drive lymphomagenesis at least in part through generating immune evasive phenotypes. Of note, EZH2 inhibitors have potent activity against both wild type and mutated EZH2 FL and DLBCL patients. EZH2 also modulates the TME by increasing Tregs and repressing memory-related transcription factors in CD8 T-cells. Methods: To explore the effects of EZH2 inhibition and immunotherapy in a relevant physiological context, we developed and exhaustively characterized a genetically engineered mouse model (GEMM)—designed for conditional expression of EZH2Y641F and overexpression of BCL2 (“EZB”) in germinal center (GC) B-cells—, that recapitulates low-grade human FL with their immune microenvironment. We further generated murine GC B lymphoma cell lines from these GEMM, which develop immune-depleted aggressive DLBCL when adoptively transferred into immunocompetent mice. To investigate CAR T-cell-mediated tumor killing in human cells in combination with EZH2i tazemetostat, we used the GCB-DLBCL cell lines SUDHL4 (EZH2Y641F), OCI-Ly18 and Toledo (WT EZH2). Results: In vivo tazemetostat treatment of EZB GEMM significantly reduced EZB lymphoma B-cells (p < 0.05) and increased of CD4+ and CD8+ cells (p < 0.05), while reducing Tregs (p < 0.01). We found that EZH2i not only directly affected T-cells, but also increased the immunogenicity of EZB lymphoma cells. Pre-treatment of GEMM-derived EZB murine cell line with tazemetostat significantly increased murine CD19 CAR T-cells ability to kill lymphoma B-cells both in vitro and in vivo. Furthermore, tazemetostat pre-treatment of human GCB-DLBCL cell lines increased CAR T tumor killing and avidity, reflecting a superior CAR T-cell efficiency in binding to cancer cells. Strikingly, exposure of murine CAR T-cells to EZH2i enhanced in vivo CAR T tumor killing by increasing memory CAR T and inhibiting exhaustion. In summary, we show that EZH2i enhances CAR T antitumor effect by inhibiting lymphoma cells growth, inducing lymphoma immunogenicity and ability to synapse with T-cells, modulating the TME and enhancing T-cell function. Conclusions: We have elucidated a novel strategy to improve CAR T immunotherapy by combining with epigenetic therapy to modulate lymphoma B-cells, CAR T and the TME, that can significantly improve the clinical outcomes of DLBCL and FL patients. The research was funded by: NIH, Leukemia & Lymphoma Society, The Follicular Lymphoma Foundation, Lymphoma Research Foundation Keywords: genomics, epigenomics, and other -omics, immunotherapy, microenvironment Conflicts of interests pertinent to the abstract M. Ruella Employment or leadership position: Dr. Ruella has patents related to CART that are managed by the University of Pennsylvania