Abstract Historically, most anti-cancer therapies have been developed to target cancer cells. For many decades, inhibitors of the enzyme thymidylate synthase (TS), such as fluoropyrimidines, have been used in the clinical management of various cancers. However, their clinical utility has been limited by their toxicity to normal cells and acquired resistance by tumor cells. More recently, the role of non-neoplastic cells in the tumor microenvironment on tumor initiation and progression has been firmly established. These non-neoplastic cells infiltrate the tumor and together with the extracellular matrix, blood vessels, connective tissue, and secreted molecules make up the tumor stroma. These cells are thought to play a role in tumor response to therapy. While therapeutic efficacy is often measured by its impact on tumor burden, the impact of TS inhibitors on tumor stromal cells is largely unknown. Bone marrow derived cells (BMDCs) are a major component of the tumor stroma.The goal of this project is to determine theirin mediating tumor response to systemic therapy with TS inhibitors. We hypothesize that in addition to targeting tumor cells, tumor stromal cells are also direct of TS inhibitors and thattumor response to therapy may in fact be dictated by stromal sensitivity to the therapy.To test this hypothesis, we generated chimeric wherein the chemo-sensitivity of intestinal tumor stromal cells to TS inhibitors was different from that of the tumor cells. We transplanted ApcMin/+ mice, a genetic model of intestinal tumorigenesis, with bone marrow cells that weregenetically modified to express a drug-resistant TS molecule from E. coli. We found that tumors in these mice were more resistant to a combined therapy of TS inhibitors as compared to mice transplanted with non-modified marrow. We identified examine the response of BMDCs in the tumor stroma that have previously been shown to promote intestinal tumor development, namely, myeloid derived suppressor cells (MDSCs), mast cells and T-regulatory (Treg) cells. We found that MDSCs, but not mast cells or Tregs were specifically sensitive to 5-fluorouracil (5-FU). Our data suggest that tumor response to 5-FU are at least in part mediated by MDSCs. Current studies are aimed at examining the response of other stromal components to 5-FU with the goal of developing strategies to enhance tumor sensitivity to TS inhibitors. Citation Format: Grishma Acharya, Celestia Davis, Nikeya Tisdale, Maria Marjorette O. Pena. The role of bone marrow derived tumor stromal cells in intestinal tumor response to Thymidylate Synthase Inhibitors inhibitors in the ApcMin/+ mouse. [abstract]. In: Proceedings of the 104th Annual Meeting of the American Association for Cancer Research; 2013 Apr 6-10; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2013;73(8 Suppl):Abstract nr 4983. doi:10.1158/1538-7445.AM2013-4983