Abstract The ability of ovarian steroids to modulate ovarian cancer (OC) risk remains controversial. High grade serous ovarian carcinoma (HGSC), the most aggressive OC subtype, contains abundant estrogen (ER; 76%) and progesterone (PR; 35%) receptors. Progesterone is thought to be a primarily protective factor that reduces OC risk but the relevance of PR actions in HGSC is unknown. Our IHC analyses of human clinical tissues showed robust expression of total and activated phospho-S294 PR within serous tubal intraepithelial carcinomas (STIC), precursor HGSC lesions of fallopian tube epithelia (FTE), suggesting a role for PR signaling in early disease. To explore the molecular mechanisms of PR isoform actions, p53-dominant negative mutant FTE lines expressing the PR-A or PR-B isoform were created. Progestin treatment (R5020 or progesterone) of these models induced spheroid formation and reaggregation, transwell migration and collagen invasion. RNAseq analyses revealed enrichment of cell cycle progression pathways; in particular, the gene targets of the repressive DREAM complex that drives quiescent cell fate. Progestins induced inhibition of proliferation (decreased Ki67; decreased BrdU; increased B-galactosidase) and accumulation of cells in G0/G1 that was reversed following growth factor stimulation. Subsequent immunoprecipitation of DREAM (G0) and B-MYB/MMB complexes (G1/S) confirmed that PR-driven changes in cell fate occur via regulation of the DREAM complex. PR activation enhanced DREAM and suppressed B-MYB/MMB complex formation. PR also induced transcriptional regulation of DREAM/B-MYB/MMB genes (LIN9, MYBL2, DYRK1A, FOXM1) via promoter recruitment and mRNA regulation. Interestingly, DREAM complexes contained PR and PR was co-recruited to DREAM binding sites within DREAM target promoters, along with the DREAM complex proteins p130 and E2F4. The relevance of the quiescent state to early OC phenotypes was examined through the disruption of DREAM/DYRK1s by pharmacological inhibition (harmine) , HPV E6/E7 expression or the depletion of DYRK1A/B kinases that promote DREAM complex formation. These manipulations blocked progestin-induced cell cycle arrest and attenuated PR-driven gene expression and associated OC phenotypes. Our results reveal that activated PRs support quiescence and pro-survival/pro-dissemination cell behaviors that may contribute to early HGSC progression. Taken together, our data suggest an alternative perspective on the tenant that progesterone always confers protection against OC. STICs can reside undetected for decades prior to invasive disease. Our studies reveal clinical opportunities to prevent the ultimate development of HGSC by targeting activated PRs, DREAM complexes, and/or DYRKs (Supported by the Minnesota Ovarian Cancer Alliance to LJM and CAL). Citation Format: Laura J. Mauro, Megan I. Seibel, Caroline H. Diep, Angela Spartz, Carlos Perez Kerkvliet, Hari Singhal, Elizabeth M. Swisher, Lauren E. Schwartz, Ronny Drapkin, Siddharth Saini, Fatmata Seesay, Larisa Litovchick, Carol A. Lange. Progesterone receptors promote quiescence & ovarian cancer cell phenotypes via modulation of DREAM in p53-mutant fallopian tube models [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2021; 2021 Apr 10-15 and May 17-21. Philadelphia (PA): AACR; Cancer Res 2021;81(13_Suppl):Abstract nr 744.