Abstract De-regulated lipid homeostasis is a key feature of the altered metabolic phenotype observed in cancer, particularly in the adipose-rich microenvironment of breast tumors. Mitochondria serve as a central hub for lipid metabolism through mitochondrial β-oxidation pathways and biosynthesis through production of citric acid cycle-derived citrate and the activity of ATP citrate lyase, the rate-limiting enzyme in lipid biosynthesis. We have previously demonstrated BPM 31510 ability to effectuate Warburg switch from glycolysis to mitochondrial oxidative phosphorylation resulting in activation of apoptosis in multiple cancers including triple negative breast cancer. The present investigated the role of BPM 31510 in influencing lipid metabolism in cancer cells to arbitrate its anti-cancer effect. Cell viability was assessed in MDA-MB231 and SkBr-3 breast cancer cells exposed to BPM 31510 alone or in combination with fatty metabolism inhibitors including C75, etomoxir, and trimetazidine, inhibitors of fatty acid synthase (FASN), carnitine palmitoyltransferase 1 (CPT-1), and β-oxidation, respectively, as well as a more pleiotropic fatty acid metabolism modulator, metformin. Breast cancer cells were more sensitive to BPM 31510 when treated in combination with C75, etomoxir, and trimetazidine as indicated by a left-shift in the BPM 31510 dose-response curve in both MDA-MB231 and SkBr-3 cells. In contrast, combined treatment with metformin did not alter cytotoxic responses to BPM 31510, indicating specificity for responses in fatty acid metabolism pathway modulation. Interestingly, BPM31510 treatment was associated with a dose- and time-dependent increase in mRNA expression of fatty acid metabolism gene products (FASN, CPT1, ACSL1) and accumulation of the triglyceride backbone, glycerol, in MDA-MB-231 cells. Structural lipidomic analysis used to assess the metabolic fate of BPM 31510 liposomal formulation components demonstrated that these were readily incorporated into prevalent diacyl-glyerol (DAG) and triacyl-glycerol (TAG) species along with de novo fatty acid species such as palmitate. Together, these results demonstrate that BPM 31510 alters endogenous and exogenous lipid homeostasis in breast cancer cells and rationale for potential combination with fatty acid metabolism inhibitors for anti-cancer therapy. The results expands on BPM 31510 anti-cancer mechanism, suggesting a central role in arbitrating the convergence of glycolysis, glucose and fatty acid oxidation pathways within the cancer cell metabolism network. Citation Format: Bianca Jambhekar, Tulin Dadali, Anne R. Diers, Fei Gao, Hannah Rockwell, Emily Chen, Stephane Gesta, Vivek K. Vishnudas, Michael A. Kiebish, Niven R. Narain, Rangaprasad Sarangarajan. The anti-Warburg agent BPM 31510 arbitrates fatty acid metabolism in eliciting an anticancer response. [abstract]. In: Proceedings of the 107th Annual Meeting of the American Association for Cancer Research; 2016 Apr 16-20; New Orleans, LA. Philadelphia (PA): AACR; Cancer Res 2016;76(14 Suppl):Abstract nr 1014.