To investigate the effects of cyclooxygenase-2 (COX-2) overexpression on breast cancer development, we stably transfected MCF-10F human breast epithelial cells with an expression vector containing human COX-2 cDNA oriented in the sense (10F-S) or antisense (10F-AS) direction. As expected, 10F-S cells expressed elevated levels of COX-2 protein, whereas this protein was undetectable in the 10F-AS cells. Prostaglandin E 2 production in these cells reflected COX-2 levels. The 10F-S cells had a significantly decreased rate of proliferation compared to 10F-AS or parental cells, and a delay in progression through the G 1 phase of the cell cycle. COX-2 overexpression also caused resistance to detachment-induced apoptosis (anoikis) as well as an inhibition of differentiation in cells cultured in Matrigel. Furthermore, after 20 passages in culture, 10F-S cells developed fibroblast-like features, expressed vimentin, and formed foci of dense growth when cultured at confluence, suggesting that the cells were undergoing epithelial to mesenchymal transition (EMT). The 10F-S cells, however, were unable to grow in soft agar or form tumors in nude mice, suggesting that they were only partially transformed. Our observations suggest that COX-2 overexpression in human breast epithelial cells will predispose the mammary gland to carcinogenesis. ' 2005 Wiley-Liss, Inc.Key words: cyclooxygenase-2; human breast epithelial cells; cell proliferation; apoptosis; differentiation Cyclooxygenase (COX) is the rate-limiting enzyme in the biosynthesis of eicosanoids from arachidonic acid. There are 2 COX isoforms: the constitutive form, COX-1, is involved in processes such as parturition and platelet aggregation; 1 the inducible form, COX-2, is involved in inflammatory reactions 1 as well as ovulation, implantation, perinatal renal development and remodeling of the ductus arteriosus. 2 COX-2 expression is induced by a variety of proinflammatory agents, growth factors, tumor promoters and mitogens. 1,3 Nonsteroidal anti-inflammatory drugs (NSAIDs) inhibit either COX-1, COX-2 or both isoforms, depending on the structure of the drug, and are widely used for the treatment of rheumatoid-and osteo-arthritis.Recently, overexpression of COX-2 has been found to be a general feature of neoplasms, particularly those of epithelial origin, in both experimental animals and humans. In humans, upregulation of COX-2 has been reported for colon cancers associated with familial adenomatous polyposis, as well as sporadic colorectal cancer, and for cancers of the stomach, lung, esophagus, liver, bile duct, pancreas and skin. 4 NSAIDs have been shown to inhibit the development and/or growth of a variety of carcinomas in experimental animals including colon, 5 skin 6 and lung. 7 A number of lines of evidence have linked COX-2 to the development of breast cancer. Approximately 50% of human breast tumors express COX-2 8,9 and recent epidemiological studies have suggested an inverse association between regular use of NSAIDs and the risk of breast cancer. 10,11 We and oth...