Abstract Pancreatic cancer is the fourth leading cause of cancer death in the United States. One of the major reasons for the poor prognosis of pancreatic cancer is its high resistance to gemcitabine and other currently available chemotherapeutic agents. In the present study, we have developed gemcitabine-resistant cell lines to investigate the mechanisms by which adaptive resistance occurs during pancreatic tumor progression. Gemcitabine-resistant (GR) cell lines were established from the MiaPaCa2 cell line. Increasing drug selection pressure resulted in the establishment of populations that proliferate in the continuous presence of 300 nm (GR300), 800 nM (GR800), or 2µM (GR2000) gemcitabine. Using a SCID mouse xenograft mouse model, we demonstrate that the gemcitabine resistant phenotype is maintained in vivo. Growth inhibition profiles demonstrate cross resistance to Ara-c (cytarabine), and 2-chlorodeoxyadenosine (2CDA/cladribine), but no resistance to DNA damaging agents or microtubule inhibitors. Most strikingly, the gemcitabine resistant subclones demonstrated a dose dependent hypersensitivity to the Class I histone deacetylase (HDAC) inhibitor suberoylanilide hydroxamic acid (SAHA/Vorinostat) (IC50: MP 1.6uM; GR300 1.0uM; GR800 0.2uM; GR2000 0.08uM). This collateral hypersensitivity extended to additional Class I HDAC inhibitors including MS-275 (Entinostat) and Trichostatin A, but not to the Class IIa selective agent MC1568. There was no significant difference in basal levels of histone acetylation, but the gemcitabine resistant clones demonstrated a greater increase in histone acetylation in response to HDAC treatment. Cell morphology of the gemcitabine resistant cells demonstrate an EMT-like phenotype, however evaluation of classic EMT markersidentified no significant changes in expression compared to the parental cell line. Invasive potential was measured using matrigel invasion assays, and found to be increased in a dose dependent manner. These data demonstrate that selection for drug resistance co-selects for an invasive phenotype with EMT-like characteristics. In addition, the resistance phenotype that emerges under drug pressure is associated with a phenotypic reprogramming that can be exploited to devise new therapeutic options for patients with advanced pancreatic adenocarcinoma. Citation Format: Betty k. Samulitis, Erika Pond, Kelvin Pond, Anne E. Cress, Robert T. Dorr, Terry H. Landowski. Adaptive drug resistance is associated with phenotypic reprogramming and hypersensitivity to HDAC inhibitors. [abstract]. In: Proceedings of the AACR Precision Medicine Series: Drug Sensitivity and Resistance: Improving Cancer Therapy; Jun 18-21, 2014; Orlando, FL. Philadelphia (PA): AACR; Clin Cancer Res 2015;21(4 Suppl): Abstract nr B42.