e21085 Background: It was postulated that carbon nanoparticles (CN) induced mesothelioma-like changes equal to asbestos in mice. We investigated CN added to human mesothelial cells in culture and reported that CN-induced cell damage to untransformed human mesothelial cells is rapidly followed by secretion of tumor markers like mesothelin and osteopontin. In vivo in animals, our group quantifies CN lung damage by HMGB1, an intranuclear protein released into alveolar lavage after CN exposure. Recent work suggests that the cell surface marker CD24 associates with HMGB1 to blunt lung responses to damage (like CN), but does not blunt cell response to pathogen-released HMGB1. Since CD24 is also a known cancer marker, elevated in many malignancies, we hypothesized that the cellular change elicited by CD24 when coupled with a damage marker would offer a mechanism through which CN could produce –repeated over time—malignant change in exposed human mesothelial cells. Such expression would support our previous research efforts. Methods: Untransformed human mesothelial cells were cultured and then stimulated or not with a CN dose giving 80% cell viability. At 24, 48 & 72 hr cells were fixed and stained with anti-CD 24. Presence of positive stain was photographed and counted. CN exposed and control rat lungs were harvested and frozen at 0.5 hr, 3 hr, 24 hr and 4 weeks. Western blot and immunostaining (with Anti-CD24 antibody and mucin chemical stain) was used to measure CD24 levels. Results: In CN-exposed animals, CD24 was highest at 24 hr. Mucin presence confirms the CD24 staining. Homogenates by Western blot also showed highest CD24 reactivity at 24 hr. In CN-exposed cultured cells, at 48 hr, some anti-CD24 staining was seen and at 72 hr in clusters of hyperproliferating cells, strong CD24 stain was seen. Conclusions: Our data suggest, as shown by a second cellular marker CD24, that the mesothelin upregulation seen in our previous studies indicated a cellular change beyond necrosis. Nanoparticles at a dose producing 20% cell death induce this change in healthy human mesothelial cells in culture.