Abstract 929Auranofin (AF) (Ridaura®) is an oral, FDA-approved, lipophilic, gold-containing compound used for the treatment of rheumatoid arthritis, based upon its anti-inflammatory and immunosuppressive effects. In the present studies, we determined for the first time the lethal activity of AF (250 to 1000 nM) and its underlying mechanism(s) in CD19+ primary CLL cells, including those with del(17p13.1). We demonstrate that treatment with AF induced 20 to 40% increase in reactive oxygen species (ROS) levels (assessed by flow cytometry), decrease in thioredoxin reductase (TRR) activity (mean reduction of 45%) without alteration in the expression of TRR, as determined in the AF treated cell lysates of CLL cells. AF treatment also increased the levels of thioredoxin binding protein 2. These findings were associated with induction of nuclear factor erythroid 2-related factor 2 (NRF2) activity marked by substantial increase in hemeoxygenase-1 (HO-1) levels. Thus, AF treatment perturbed the redox status in CLL cells. Consistent with increased levels of intracellular ROS, AF treatment also induced the markers of ER stress response including the induction of GRP78 and a sustained increase in the levels of the pro-apoptotic transcription factor CHOP (CAAT/enhancer binding protein homologous protein). This was associated with induction of the levels of the pro-death BH3 only domain protein BIM, which is a known mediator of lethal ER stress. Exposure to 1000 nM AF induced significantly more apoptosis (range 40 to 60%) in primary CLL cells, as compared to CD19+ normal B cells and CD34+ human cord blood and bone marrow progenitor cells (< 15% apoptosis) (p < 0.01). AF treatment induced apoptosis to a similar extent in primary CLL cells with del(17p13.1) as compared to other genetic abnormalities. Based on the observations that AF treatment induced oxidative and ER stress, we determined whether exposure to AF also increased the intracellular levels of misfolded and polyubiquitylated proteins, which would disrupt the cytosolic complex consisting of the heat shock protein (hsp) 90, heat shock factor (hsf) 1, histone deacetylase 6 (HDAC6) and p97/VCP, resulting in hyperacetylation and inhibition of the chaperone function of hsp90. Indeed, treatment with AF disrupted the association between hsp90 and HDAC6, resulting in hyperacetylation of hsp90 and depletion of the levels of HDAC6 in CLL cells. AF mediated hyperacetylation of hsp90 and α-tubulin was associated with proteasomal degradation of several of the CLL-relevant hsp90 client proteins, including ZAP70, c-Raf and AKT. Co-treatment of CLL cells with AF and the proteasome inhibitor carfilzomib (20 nM) significantly restored the levels of ZAP70, c-Raf, AKT and HDAC6. Finally, relatively lower levels of AF (250 nM) combined with the pan-HDAC inhibitor panobinostat (20 nM) or carfilzomib (5 nM) induced more cell death of primary CLL cells than each agent alone. These findings indicate that treatment of primary CLL cells with AF results in oxidative and ER stress. AF treatment also promotes the depletion of pro-survival CLL-relevant hsp90 client proteins. Collectively, our data creates a strong rationale for determining the in vivo activity of AF in patients with CLL including those with del(17p13.1). Disclosures:Reyes:Millennium, Sanofi Aventis: Consultancy.