Abstract Glioma is currently an incurable disease. Identifying the cell of origin for glioma could provide critical insights for developing effective therapies. We previously used a mouse genetic system termed Mosaic Analysis using Double Markers (MADM) to introduce p53 and NF1 mutations into neural stem cells to determine which cell type is responsible for gliomagenesis. The unequivocal GFP-labeling of sparse mutant cells generated by MADM enabled us to study the entire course of tumor development, from pre-transforming stages to full malignancy. Based on thorough histological, transcriptomic, and genetic analyses we identified oligodendrocyte precursor cells (OPCs) as the cell of origin in this glioma model. Here, we sought to understand the distinct role of p53 and NF1 in the transformation of OPCs since understanding these roles can give us a more thorough insight into how future therapies may be designed. The MADM system generates sparse GFP+ null and RFP+ sibling WT OPCs in an otherwise colorless, heterozygous mouse, allowing us to assess the impact of TSG loss on the capacity of cells to proliferate, survive, and differentiate. The loss of NF1 alone significantly increased mutant OPC proliferation with a proportional decrease in differentiation. However, massively over-expanded NF1-null OPCs did not transform into malignant gliomas, implicating the critical role of p53 in tumor suppression. Surprisingly, the loss of p53 alone had no effect on mutant OPC number, proliferation, or differentiation, suggesting that p53 function as a braking system that won't manifest its activity in the absence of driver mutation, such as NF1 loss. Next, we set out to test whether restoring either TSG function in tumor OPC cell lines would have any therapeutic efficacy. The restoration of wild type p53 led to a significant increase in both cell-cycle arrest and cell death. Since p53 function is commonly altered from mutations in patients, rather than complete loss of the protein, we tested whether restoring mutant p53 function with PRIMA-1 would have the same biological response as WT p53. We found that the restoration of mutant p53 function resulted in similar levels of cell cycle arrest and cell death as WT p53. This finding suggests that rescuing p53 function using small molecules may be of high value for future therapies. It also suggests that the loss of p53 activity is not a permanent fixture of tumor cells but that p53 can still exert it's tumor suppressor activity after transformation. Next we tested the therapeutic effects of the restoration of the GAP domain of NF1, which should reduce Ras activity in tumor OPCs. We found that the expression of WT but not the “GAP-dead” NF1-GAP led to a decrease in proliferation and an increase in differentiation of glioma cells. To test pharmacological compounds, we explore the possibility of targeting downstream effectors of Ras signaling, specifically mTOR inhibition because phospho-Akt level is elevated in tumor OPCs compared to WT OPCs. When we inhibited mTOR activity in MADM tumor mice at an age that is critical for mutant OPC expansion prior to transformation, we found that it blocked the ability of mutant OPCs to over-expand, suggesting that mTOR inhibition could potentially prevent gliomagenesis. In summary our data demonstrates that while NF1 loss increases OPC proliferation and decreases differentiation, p53 loss is critical for transformation and that restoring the function of either of these pathways has profound effects on tumor OPC biology that could be translated into future therapeutic strategies. Citation Format: Phillippe P. Gonzalez, Hui Zong. Deciphering individual roles of p53 and NF1 in the cell of origin for malignant glioma and the implications of targeted therapy. [abstract]. In: Proceedings of the AACR Special Conference: Advances in Brain Cancer Research; May 27-30, 2015; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2015;75(23 Suppl):Abstract nr B16.