Abstract Background MRI background contrast enhancement (BPE) has found to be a marker of breast cancer risk providing information beyond that provided by assessment of breast density. BPE is qualitatively classified into categories that correspond to BPE estimates as minimal, <25% BPE; mild, 25-50% BPE; moderate, 50-75% BPE; and marked, >75% BPE. We divided minimal into minimal and almost none (≤5%). We conducted a feasibility study of change in BPE after 6 months of the selective estrogen receptor modulator bazedoxifene (BZA) 20 mg + conjugated estrogen (CE) 0.45 mg marketed commercially as Duavee™ for relief of hot flashes and prevention of osteoporosis in postmenopausal women. Methods STUDY00145121 started 5-27-2020 with randomization to 6 months of Duavee™ vs waitlist control but was stopped after 11 entrants because participants were unable to receive follow-up breast MRIs due to COVID and Duavee™ became unavailable. STUDY0014761 was opened in early 2022 when a source of BZA was found. Doses of BZA and CE were the same as Duavee™ but given as two pills instead of one. 16 women have been randomized to 6 months of BZA/CE vs a wait list control between 2-14-2022 and 9-19-2023. Inclusion criteria are postmenopausal women ages 45-65 at increased risk for breast cancer, BMI < 36 kg/m2 and having current vasomotor symptoms. Participants had a blood draw, 3D mammogram, and abbreviated breast MRI at baseline and the studies were repeated at 6 months. Volumetric density was assessed by Volpara™ fully automated software. Research evaluation of abbreviated MRI background parenchymal contrast enhancement (BPE) was assessed by 5 categories as almost none, minimal, mild, moderate, and marked. BPE was evaluated by a single radiologist blinded to treatment assignment and compared to the 4-category clinical assessment. Results A total of 27 women have been entered in these studies. Six were not evaluable from STUDY00145121 because of the inability to perform 6-month MRI. Two women on STUDY0014761 are not endpoint evaluable due to early drop out and 3 have not yet completed study. A total of 16 women have completed the 6-month portion of the study and abbreviated MRI, with median age 55 (range 47-62) and median BMI 26 kg/m2 (20-33 kg/m2). At baseline, BPE were 3 almost none, 4 minimal, 8 mild, 1 moderate, and 0 marked. There was little correlation between absolute baseline mammographic fibroglandular volume and baseline BPE. A shift in BPE category using the 5-category assessment was noted in 6/11 women (all but one decreased) randomized to BZA +CE and 2/5 women (both decreased) on waitlist. The one increase and four categorical decreases would not have been detected without expansion of BPE to a 5-category system. Conclusion Using the 5-category classification, abbreviated MRI BPE may have promise as a response biomarker in prevention trials for postmenopausal high-risk women. Citation Format: Carol J. Fabian, Onilisa Winblad, Amy Kreutzjans, Krystal Pittman, Christy Altman, Kandy R. Powers, Mary McCarthy, Lauren Nye, Bruce F. Kimler. Change in background contrast enhancement category on abbreviated breast MRI with administration of 6 months of bazedoxifene and conjugated estrogen vs wait list control [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2024; Part 1 (Regular Abstracts); 2024 Apr 5-10; San Diego, CA. Philadelphia (PA): AACR; Cancer Res 2024;84(6_Suppl):Abstract nr 776.