the mitochondrial mutator mouse is a well-established model of premature aging. in addition to accelerated aging, these mice develop hypertrophic cardiomyopathy at ~13 months of age, presumably due to overt mitochondrial dysfunction. Despite evidence of bioenergetic disruption within heart mitochondria, there is little information about the underlying changes to the mitochondrial proteome that either directly underly or predict respiratory insufficiency in mutator mice. Herein, nLC-MS/MS was used to interrogate the mitochondria-enriched proteome of heart and skeletal muscle of aged mutator mice. the mitochondrial proteome from heart tissue was then correlated with respiratory conductance data to identify protein biomarkers of respiratory insufficiency. The majority of downregulated proteins in mutator mitochondria were subunits of respiratory complexes I and IV, including both nuclear and mitochondrial-encoded proteins. Interestingly, the mitochondrial-encoded complex V subunits, were unchanged or upregulated in mutator mitochondria, suggesting a robustness to mtDNA mutation. Finally, the proteins most strongly correlated with respiratory conductance were PPM1K, NDUFB11, and C15orf61. These results suggest that mitochondrial mutator mice undergo a specific loss of mitochondrial complexes i and iV that limit their respiratory function independent of an upregulation of complex V. Additionally, the role of PPM1K in responding to mitochondrial stress warrants further exploration. The mitochondrial polymerase gamma (Polg) is responsible for both replicating and maintaining the fidelity of the mitochondrial DNA (mtDNA) 1. Disruption of the proofreading capacity of this enzyme complex has been shown to lead to an accumulation of single point mutations and deletions throughout the mitochondrial genome 2-5. The mtDNA mutator mouse is a genetic knock-in model in which mice express a proofreading-deficient Polg harboring a D257A mutation, thus increasing mutational burden of the mtDNA 2,4. Mice homozygous (D257A +/+) for this transgene display a progeroid phenotype characterized by kyphosis, hair loss, hearing loss, pronounced cardiomyopathy, and reduced lifespan compared to wild-type littermates 2,4,6. At the cellular level, increased mtDNA mutational load and/or overt respiratory dysfunction has been associated with increased levels of reactive oxygen species, possibly due to a high amount of electron leak from the respiratory system 7-9. Our lab and others have demonstrated profound bioenergetic limitations in mitochondria isolated from adult D257A +/+ tissues 2,4,10. Recently we found that respiratory conductance, a measure of