27Prostate cancer metastases primarily localize in the bone where they induce a unique 28 osteoblastic response. Elevated Notch activity is associated with high-grade disease and 29 metastasis. To address how Notch affects prostate cancer bone lesions, we manipulated Notch 30 expression in mouse tibia xenografts and monitored tumor growth, lesion phenotype, and the 31 bone microenvironment. Prostate cancer cell lines that induce mixed osteoblastic lesions in 32 bone expressed 5-6 times more Notch3, than tumor cells that produce osteolytic lesions. 33 Expression of active Notch3 (NICD3) in osteolytic tumors reduced osteolytic lesion area and 34 enhanced osteoblastogenesis, while loss of Notch3 in osteoblastic tumors enhanced osteolytic 35 lesion area and decreased osteoblastogensis. This was accompanied by a respective decrease 36 and increase in the number of active osteoclasts and osteoblasts at the tumor-bone interface, 37 without any effect on tumor proliferation. Conditioned medium from NICD3-expressing cells 38 enhanced osteoblast differentiation and proliferation in vitro, while simultaneously inhibiting 39 osteoclastogenesis. MMP-3 was specifically elevated and secreted by NICD3-expressing 40 tumors, and inhibition of MMP-3 rescued the NICD3-induced osteoblastic phenotypes. Clinical 41 osteoblastic bone metastasis samples had higher levels of Notch3 and MMP-3 compared to 42 patient matched visceral metastases or osteolytic metastasis samples. We identified a Notch3-43 MMP-3 axis in human prostate cancer bone metastases that contributes to osteoblastic lesion 44 formation by blocking osteoclast differentiation, while also contributing to osteoblastogenesis.45 These studies define a new role for Notch3 in manipulating the tumor microenvironment in bone 46 metastases. 47 48 49 50 51 52Death from prostate cancer is primarily due to metastasis (1, 2). Prostate cancer 54 invariably metastasizes to the bone and forms osteoblastic (bone-forming) lesions. Such 55 lesions cause severe bone pain, fractures, bone deformity, hypercalcemia, and immunological 56 complications (1, 3). Even though prostate cancer metastasis is typically osteoblastic, markers 57 of bone turnover indicate that underlying osteolytic events are also involved (4, 5). Death from 58 metastatic bone disease is due in part to the lack of effective therapy, the development of which 59 requires knowing the mechanisms that control osteoblastic versus osteolytic phenotypes. 60 Bone is constantly remodeling during an individual's lifetime. Remodeling depends on 61 two cells types, osteoblasts and osteoclasts, which work in harmony to maintain normal bone. 62 Osteoblasts, derived from mesenchymal stem cells, make new bone. Osteoclasts, derived from 63 monocytes, degrade bone. During osteoblastic metastasis, the bone remodeling balance favors 64 bone formation, i.e. osteoblastogenesis (1, 6). 65 Notch, best known for its role in development and differentiation, is also involved in 66 cancer progression and metastasis. There are four single-pass transmembr...