Abstract Background: Cancer cells overexpress CD47 to evade phagocytic programmed cell removal (PrCR) by macrophages of the innate immune system. Blocking CD47 using magrolimab (Hu5F9-G4), an anti-CD47 humanized monoclonal antibody, works via preventing CD47 signaling via macrophage Sirpα to allow PrCR, as well as using an Fc-receptor mechanism to encourage macrophage-mediated phagocytosis. We have previously shown that magrolimab in combination with tumor-targeting antibodies (e.g. rituximab) further enhances magrolimab’s anti-cancer effects in preclinical models and in the clinic [Advani R, et al. N Engl J Med 2018; 379:1711-1721]. We therefore hypothesized that magrolimab combined with anti-HER2 monoclonal antibody would synergize to promote ADCP in vitro, and HER2+ breast xenograft growth inhibition in vivo. Methods: To test this hypothesis, 1 x 105 CFSE-labeled HER2+ BT474 and SKBR3 cells were plated in 96-well ultra-low attachment plates in serum-free media. Isotype control antibody, trastuzumab, magrolimab, and trastuzumab + magrolimab combination (10µg/ml) were added, and allowed to incubate at 37°C for 30 mins. 5 x 104 human macrophages were then added each well, and were co-cultured for 2 hours. Human macrophages were stained with anti-CD11b, and phagocytosis was determined as the percentage of cells that were CD11b+ and CSFE+ using a BD LSR Fortessa Analyzer. For in vivo tumor xenograft growth kinetics, GFP+/Luciferase+ BT474 cells (1X105) were implanted with 25% Matrigel into the mammary fat pads of 4-8 week-old NOD scid gamma (NSG) female mice. Twenty-five days after engraftment, trastuzumab (100ug) was administered via intraperitoneal (IP) injection weekly, magrolimab 250ug IP was administered every other day, and PBS control was administered IP at 100uL once weekly, and tumor growth was monitored for 17 weeks by bioluminescence (IVIS) after D-luciferin injection, and quantified using Image 4.0. Results: SKBR3 and BT474 parental and Trastuzumab-resistant lines demonstrated significantly increased susceptibility to ADCP when opsonized with combination treatment of trastuzumab + magrolimab (15.34, 95%CI= 12.2 to 16.6) compared to trastuzumab (9.66, 95%CI=1.861 to 7.7579, p = 0.034), or magrolimab alone (10.23, 95%CI=1.254 to 7.037, p = 0.0083). Treatment with magrolimab maintained tumor burden within the starting range but further progressed upon treatment cessation (2.09x109, CI95% = 2801531434 to 15343840962, p = 0.0006). Trastuzumab treatment resulted in lower starting range tumor burden, but also demonstrated progression once treatment was stopped (1.72x106, CI95% = -695208489 to -86402608, p = 0.0052). However, in the combinatorial treatment arm, tumors were significantly below the starting range and did not show signs of tumor progression within the 10-week non-treatment period (8.51x105, CI95%= -311406356 to -66914472, p = < 0.0001). Conclusion: We conclude magrolimab plus trastuzumab cooperate to inhibit HER2+ xenograft growth in vivo, and that treatment effect persists even after treatment is stopped. Our ex vivo data suggests one mechanism to explain the observed tumor growth inhibition is increased susceptibility to ADCP when HER2+ tumors are opsonized by the combination of trastuzumab + magrolimab. Future clinical translation of this combination is warranted. Citation Format: Rosalynd Upton, Dongdong Feng, Allison M Banuelos, Tanuka Biswas, Stephen Willingham, Kevin S Kao, Kelly McKenna, Benyamin Rosenthal, Michal C Tal, Jens-Peter Volkmer, Mark D Pegram, Irving L Weissman. Humanized anti-CD47 monoclonal antibody magrolimab (Hu5F9-G4) plus trastuzumab potentiates antibody-dependent cellular phagocytosis (ADCP), and cooperate to inhibit human HER2+ breast cancer (BC) xenografts growth in vivo [abstract]. In: Proceedings of the 2020 San Antonio Breast Cancer Virtual Symposium; 2020 Dec 8-11; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2021;81(4 Suppl):Abstract nr PS17-06.