2095 Background: PI3K/AKT/mTOR signaling is important in MG biology, and therefore a potential therapeutic target. The mTOR inhibitor TEM and the AKT inhibitor PER are well tolerated as single agents but have limited activity. Preclinical data demonstrate synergistic anti-tumor effects during combined therapy including extensive tumor apoptosis, cell-cycle arrest among surviving cells, and inhibition of both AKT and mTOR. Therefore, we initiated a phase I trial of combined therapy in recurrent MGs. Methods: Adults with recurrent MG, KPS≥60, and not taking enzyme inducing AEDs were enrolled. There was no limitation on prior therapies except prior RT and temozolomide were mandatory. The dose of TEM was escalated in each cohort using standard 3 + 3 design from 15 mg to 170 mg administered once weekly. The dose of PER was fixed as a 600 mg load on day 1 followed by 100 mg nightly (the single dose MTD) until dose level 7 when the load increased to 900mg. Results: Thirty-four patients (24 men) with median age 52 (range, 21-71) and median KPS 80 (range, 60-100) participated. Diagnoses included GBM (18), AA (7), AO (7) or transformed LGG (2). Twenty-one received bevacizumab previously. There were a total of 5 DLTs: 1 at dose level 3 (50mg TEM), then 2 at dose level 7 expansion (170mg TEM), and then 2 at dose level 6 expansion (170mg TEM). DLTs included thrombocytopenia (n=3), intracerebral hemorrhage (n=1) and lung infection (n=1). Two uPR were seen at 170mg TEM. Grade 3 non-dose limiting toxicities per patient included lymphopenia (7), hyperglycemia (4), anemia (2), neutropenia (1), transaminitis (3), hypophosphatemia (3), hypercholesterolemia (3), thrombocytopenia (2), and mucositis (2). The MTD is defined as 115mg TEM (dose level 5). Conclusions: Combination therapy with TEM 115 mg weekly and PER 100 mg daily (following 600 mg load) is tolerable in heavily pre-treated adults with recurrent MGs. Clinical trial information: NCT01051557.