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Background . Biocompatibility is an essential property of any extracellular matrix (ECM) used in tissue engineering. Perfusion decellularized whole cadaveric organs could provide novel scaffolds for organogenesis but their long term biocompatibility remains unknown. . Hypothesis: Perfusion decellularization of mammalian organs yields a biocompatible matrix that influences cell growth differentially in non-perfused 2-D tissue culture conditions. Methods . Adult F344 rats were euthanized after systemic heparinization. Heart, lung, liver, and kidney were removed, canulated, and perfused with SDS to remove cellular debris. Subsequent washing with 1% Triton-X-100 and PBS was performed to remove detergent. Biocompatibility was assessed by co-culture of ECM from each organ with either rat skeletal myoblasts (SKMBs) or mouse embryonic stem cells (mESCs). Decellularized tissue was cut into 0.5x1cm pieces and seeded with 40K cells each. Cells were fed daily and photographed on day 3, 9, 13, 17 (SKMB) or day 3, 5, 10, 12, 14, 20, 24 (mESC). Double-blinded high powered field (HPF) analysis was used to quantify cell growth over time. At day 17 or 24 tissues were harvested for histological analysis and TUNEL assays to assess cell number and viability. Results . Cell viability was >90% in all cases but showed no organ preference. heart + SKMB 90.2 ± 2.4 and mESC 98.3 ± 1.1; lung + SKMB 96.3 ± 1.9 and mESC 96.4 ± 1.0; liver + SKMB 90.3 ± 3.2 and mESC 97.7 ± 1.6; kidney + SKMB 89.5 ± 4.5 and mESC 98.1 ± 1.4 Cell number on the other hand increased in all ECM coculture conditions (Table 1 ;) but with two distinct patterns depending on the organ. Maximal cell density was observed in Kidney followed by Liver, Lung and Heart (Table 1 ). Conclusion. SDS-based perfusion decellularization of cadaveric heart, lung, liver, and kidney provides biocompatible scaffolds that are conducive to cell growth and viability. Kidney and liver scaffolds allowed for greatest cell proliferation over time.