Abstract The Notch signaling pathway has been implicated in the development as well as tumorigenesis of the mammary gland. Notch3 promotes luminal cell specification and marks a highly clonogenic luminal progenitor population. Aberrant Notch3 activation has been shown to promote the growth of basal breast cancer as well as resistance to hormonal therapy in metastatic luminal breast cancer. Interestingly, recent studies also suggest a tumor-suppressive function of Notch3 in mammary epithelium through regulation of estrogen receptor α (ER). Here we report the expression and functional analysis of Notch3 in the mouse mammary gland. X-gal staining of the Notch3β-Geo/+ mammary gland showed that Notch3 was highly expressed in luminal cells throughout mammary development with exception at the initiation of post-lactational involution, when Notch3 expression was restricted to the basal cells. Deletion of Notch3 caused decreased Notch activation in the CD24HiCD49fLo subpopulation of the pubescent mammary gland, accompanied by a significant decrease in the number of CD24HiCD49fLoCD61+ luminal progenitor cells. Whole-mount preparation of the Notch3 knockout mammary glands showed normal development during puberty, pregnancy, lactation and involution. Surprisingly, parous Notch3 knockout mice developed mammary ductal hyperplasia by 10 months of age, some of which progressed to ductal carcinoma in situ, and ultimately to invasive and metastatic cancer. Parous Notch3 knockout mice exhibited an expansion of the CD24HiCD49fLo subpopulation, and mammary tumors from these mice were composed predominantly of CD24HiCD49fLo cells. The vast majority of these tumors were ER-positive and relatively well differentiated, with a papillary and/or glandular pattern. They expressed the luminal marker cytokeratin 8, and some of them co-expressed cytokeratin 14, a basal marker. All Notch3 knockout mammary tumors showed high level expression of Cyclin D1. These results suggest that Notch3 may prevent ER-positive breast cancer through suppression of CD24HiCD49fLo progenitor cell self-renewal in the postpartum mammary gland. In addition to its impact on mammary epithelium, deletion of Notch3 altered the mammary microenvironment, in particular, brown adipocyte differentiation in the mammary fat pad. Further experiments will be performed to define a potential role for Notch3-regulated brown adipose tissue in breast cancer initiation and progression. Finally, analysis of TCGA and METABRIC human breast cancer data sets revealed a negative correlation between expressions of NOTCH3 and ESR1 (encoding estrogen receptor α), and association of high NOTCH3 expression with enhanced survival of patients with luminal A and luminal B subtype breast tumors. Taken together, Notch3 can act as a tumor suppressor in the mammary epithelium, and possibly in the mammary microenvironment as well, to prevent development and metastasis of ER-positive breast cancer. Citation Format: Wen-Cheng Chung, Sean E. Egan, Keli Xu. Notch3 functions as a tumor suppressor in ER-positive breast cancer [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2021; 2021 Apr 10-15 and May 17-21. Philadelphia (PA): AACR; Cancer Res 2021;81(13_Suppl):Abstract nr 3111.