creased IL2, TNF, IFN,& GM-CSF) (p0.05); results were sup- ported by mRNA expression (p 0.05). CONCLUSION: PIF, produced by the developing embryo, exerts potent effects on systemic immune cells. Such anti-inflammatory effects on stimulated immune cells may explain pregnancy related immune sup- pression, & rationale for sPIF treatment in immune related diseases. 58 IUGR alters the DNA and histone methylation of the elastin gene in newborn rat lung Lisa Joss-Moore 1 , Yan Wang 1 , Anthony Sainz 1 , Christopher Callaway 1 , Xing Yu 1 , Kurt Albertine 1 , Robert Lane 1 1 University of Utah, Pediatrics, Division of Neonatology, Salt Lake City, UT OBJECTIVE: Intrauterine growth restriction (IUGR) increases the risk of postnatal lung disease and impairs lung development. Lung devel- opment depends on programming of elastin expression during a crit- ical developmental window. In the rat, this critical window begins at birth. The programming of the elastin gene expression may be influ- enced by epigenetics. Epigenetic modifications include methylation of both DNA and histone proteins. Methylation of histone 4, lysine 20 (H4K20Me) along the elastin gene is dependent upon peroxisome proliferator activated receptor gamma (PPARg). Normal PPARg function depends on levels of docosahexanoic acid (DHA), a fatty acid that is reduced in IUGR. We showed that IUGR decreases rat lung elastin and PPARg expression at birth. We hypothesize that IUGR alters H4K20Me, as well as DNA methylation, along the elastin gene in newborn rat lung. STUDY DESIGN: IUGR was induced by bilateral uterine artery ligation in rat dams at E19 of gestation. Bisulfite sequencing was used to assess DNA methylation within Exon 1 of the elastin gene in newborn IUGR and control rat lung. ChIP was used to assess H4K20Me levels along the elastin gene in the same samples. RESULTS: Results are reported as IUGR as % of gender-matched con- trol +/- SE. IUGR increased DNA methylation within exon 1 of the elastin gene in male newborn rat lung (160 +/- 21%*), with no significant change in female rat lungs. IUGR increased H4K20Me in the promoter region of the elastin gene in male (160 +/- 20%*) and female (128 +/- 12%*) newborn rat lungs. IUGR also increased H4K20Me within the 3UTR of elastin (189 +/- 8%*) in male rat lungs, with no change in females. *p 0.05. CONCLUSION: We conclude that IUGR alters the epigenetic program- ming of the elastin gene in male and female newborn rat lung. Given that elastin expression in the IUGR rat lung is decreased similarly in male and female lungs, gender-specific alterations in epigenetics are intriguing. We speculate that normalizing elastin H4K20Me in IUGR rat lung, for example by antenatal administration of DHA, may im- prove elastin expression and lung phenotype in IUGR rats. 59 Cytokine and chemokine alterations in down syndrome Robin Roberson 1 , Thea Kuddo 1 , Kari Horowitz 2 , Madeline Caballero 1 , Catherine Y. Spong 1 1 UPDN DIR, NICHD NIH, Bethesda, MD, 2 University of Connecticut Health Center, Obstetrics and Gynecology, Farmington, CT OBJECTIVE: Down Syndrome (DS) is the leading genetic cause of men- tal retardation, affecting 1/800 newborns. Previously we have shown alterations in NMDA receptors and neuropeptides (ADNP, GFAP) in a murine model of DS. Cytokines and chemokines have neuromodulatory and neurotransmitter roles and interact with the NMDA receptors. The objective of this study was to evaluate if cyto- kines and chemokines in the hippocampus and cerebellum are altered in this model. STUDY DESIGN: We used a well characterized mouse model of DS (Ts65Dn). Learning and memory were assessed in the Morris wa- termaze with the Ts65Dn animals demonstrating a learning deficit. After completion of the behavioral testing, the brains were removed and the hippocampus and cerebellum were separated by microdissec- tion. A panel of cytokines, chemokines and fractalkine were measured in the protein lyates using a microsphere-based multiplex immuno- assay (Luminex xMAP, Millipore) and normalized to total protein concentration. Statistical analysis included the non-parametric Mann-Whitney U for the cytokine, chemokine, and fractalkine levels; P.05 significant. RESULTS: Levels (median [range]) of IL-1beta (6.95 [0.11-43.5] vs 14.2 [0.2-36.8] pg/mL); GM-CSF (3.97 [0.19-19.6] vs 19.2 [0.2-31.1] pg/mL) and MIP-1alpha (20.3 [0.11-73.3] vs 37.0 [0.22-102.7] pg/ mL) in the hippocampus from Ts65Dn were significantly lower com- pared to the euploid (control) animals (Figure). Many cytokines and chemokines were not detected in the hippocampus or cerebellum (Ta- ble) and others were detectable but not different between the groups. CONCLUSION: We found a decreased in GM-CSF, IL-1beta and MIP- 1alpha in the hippocampus of DS pups. All three have known inter- actions with NMDA receptors and their decline may explain, in part, the learning deficits associated with DS. 60 Umbilical cord Whartons jelly-derived mesenchymal stem cells have neural differentiation potential Marianne Messerli 1 , Andreina Schoeberlein 1 , Anna Wagner 1 , Ruth Sager 1 , Daniel Surbek 2 1 University of Bern, Obstetrics and Gynecology, Bern, Switzerland, 2 University Hospital of Bern, Obstetrics and Gynecology, Bern, Switzerland OBJECTIVE: Therapeutic potential is ascribed to mesenchymal stem cells (MSC)for treatment of perinatal brain damage. Umbilical cord connective tissue (Whartons jelly) represents a source of MSC. We aimed to characterize human Whartons jelly-derived MSC’s and to assess their neural differentiation potential. STUDY DESIGN: Whartons jelly cells from term and pre-term (gesta- tional age 37 weeks) pregnancies were evaluated. Expression of the cell surface markers for MSC was measured by FACS. Accordingly, MSC have to be positive for CD105, CD90 and CD73, but negative for www.AJOG.org Physiology Oral Concurrent Session 5 Supplement to JANUARY 2012 American Journal of Obstetrics & Gynecology S37