Antral follicles in the ovary are the only follicle type that can ovulate and this is critical for fertility. Besides this, antral follicles are capable of synthesizing and secreting sex steroid hormones including estrogen. When estrogen binds to estrogen receptors (ESRs) in antral follicles, it facilitates the proper development and function of antral follicles. However, estrogenic chemicals in the environment can bind to ESRs, blocking the normal functions of estrogen thereby affecting follicle development. Further, estrogenic chemicals can induce ESRs resulting in an overexpression of ESRs in antral follicles. Overexpression of ESRs has been proposed to result in an increased susceptibility of the antral follicles to estrogenic chemicals. To directly test whether overexpression of ESRs causes antral follicles to be more susceptible to estrogenic chemicals, we developed and validated a mouse model in which ESR alpha (ESR1) is overexpressed in several tissues, including the ovary. We then determined whether ESR1 overexpression increases the susceptibility of the mouse ovaries to the estrogenic chemical methoxychlor (MXC). MXC is an organochlorine pesticide which has been widely used as a model endocrine disruptor. When the antral follicles of control and ESR1 overexpressing mice (ESR1 OE) were treated in vitro with MXC (1-100 µg/ml) or vehicle dimethylsulfoxide (DMSO) for 96 hours, 10 and 100 µg/ml MXC inhibited growth in both genotypes compared to DMSO treatment. Interestingly, the growth of control follicles with 1µg/ml MXC was not different than DMSO treatment, whereas growth of ESR1 OE antral follicles was inhibited compared to controls. Gene expression analysis of Esr1, androgen receptor (Ar) and catalase (Cat) was done using mRNA from the cultured antral follicles. Esr1 and Ar were chosen because MXC is known to bind to ESR and AR while Cat was analyzed because it is an oxidative stress response gene and MXC is known to cause oxidative stress in antral follicles. The data indicate that Esr1 is significantly upregulated in ESR1 OE antral follicles compared to control follicles. However, in control follicles, MXC treatment caused a dose dependent decrease in Esr1 expression while in ESR1 OE follicles, MXC treatment caused a dose dependent increase in Esr1 expression (controls: DMSO=0.19±0.09, MXC1 = 0.12±0.00, MXC10=0.05±0.03, MXC100=0.03±0.03; ESR1 OE: DMSO=5.02±0.98, MXC1=4.43±0.42, MXC10=10.09±1.01, MXC100=29.06±7.08 genomic equivalents (ge); n=3, p≤0.05). Ar was significantly up-regulated in controls and ESR1 OE follicles in the highest treatment group (100 µg/ml MXC) compared to DMSO. However, Ar expression levels in ESR1 OE follicles at this dose were significantly higher compared to control follicles (controls: DMSO=26.89±4.31, MXC100=49.63±7.14; ESR1 OE: DMSO=5.53±2.59, MXC100 = 87.54±8.85 ge; n=3, p≤0.05). Cat was not different in the control follicles treated with DMSO or MXC, whereas in the ESR1 OE follicles, 100µg/ml MXC significantly increased Cat expression compared to DMSO (DMSO=18.86±3.01, MXC100=79.12±16.27 ge; n=3, p≤0.05). Collectively, these data suggest that ESR1 overexpression may increase the sensitivity of antral follicles to MXC-induced slow-growth by altering gene expression levels. Support: NIH R21ES13061, R01ES012893 and an Eli Lilly Fellowship in Toxicology. (poster)