Speaking is a complex, multilevel process, in which the first step is to compute the message that can be syntactically and phonologically encoded. Computing the message requires constructing a mental representation of what we want to express (the reference). This referent is mapped onto linguistic concepts stored in memory, by which the meaning of the utterance (the sense) is constructed. So far, one study targeted semantic encoding in sentence production (Menenti, Segaert & Hagoort, submitted) and none dissected this process further. We used fMRI adaptation to investigate brain areas sensitive to reference and sense in overt speech. fMRI adaptation is a phenomenon whereby repeating a stimulus property changes the BOLD-response in regions sensitive to that property. By independently manipulating repetition of reference and sense across subsequently produced sentences in a picture description task we distinguished sets of areas sensitive to these steps in semantic encoding in speaking. Methods: In a picture description paradigm, the described situation (the reference) and the linguistic semantic structure (the sense) of subsequently produced sentences were independently repeated across trials. Participants described pictures depicting events involving transitive verbs such as hit, kiss, greet, and two actors colored in different colors with sentences such as ‘The red man greets the green woman’. In our factorial design, the same situation involving the same actors could subsequently be described by two different sentences (repeated reference, novel sense) or the same sentence could subsequently be used to describe two different situations (novel reference, repeated sense). For reference, we controlled for the repetition of actors. For sense, we controlled for the repetition of individual words. See figure 1 for design and stimuli. To correct for increased movement and susceptibility artifacts due to speech, we scanned using 3T-fMRI parallel-acquired inhomogeneity-desensitized fMRI (Poser, Versluis, Hoogduin et al. 2006). Five images were acquired per TR and combined based on local T2* (Buur, Poser and Norris 2009). Results: The behavioral data (response onset, response duration and total time to complete the responses) showed effects of both sense and reference. In the fMRI analyses we looked for areas sensitive to only sense, only reference, or showing a conjunction of both factors. Encoding reference involved the bilateral inferior parietal lobes (BA 39), which showed repetition suppression, and right inferior frontal gyrus (BA 45), which showed repetition enhancement. Left inferior frontal gyrus (BA 45) showed suppression to repetition of sense, while left middle frontal gyrus (BA44) and left angular gyrus (BA 39) showed enhancement. Left middle frontal gyrus (BA 6), bilateral superior parietal lobes and bilateral posterior temporal gyri (BA 37)) showed repetition suppression to both sense and reference processing (conjunction analysis with conjunction null). See figure 2 for the results (p<.05 FWE corrected for multiple comparisons at cluster-level, maps thresholded at p<.001 uncorrected voxel-level.) Conclusions: The input to semantic encoding is construction of a referent, a mental representation that the utterance is about. The bilateral temporo-parietal junctions are involved in this process as they show sensitivity to repetition of reference but not sense. RIFG shows enhancement and may therefore be involved in constructing a more comprehensive model spanning several utterances. Semantic encoding itself requires mapping of the reference onto the sense. This involves large parts of the language network: bilateral posterior temporal lobes and upper left inferior frontal gyrus were sensitive to both reference and sense. Finally, sense recruits left inferior frontal gyrus (BA 45). This area is sensitive to syntactic encoding (Bookheimer 2002), the next step in speaking. These results reveal the neural architecture for the first steps in producing an utterance. In addition, they show the feasibility of studying overt speech at a detailed level of analysis in fMRI studies. References: Bookheimer, S. (2002), 'Functional MRI of language: new approaches to understanding the cortical organization of semantic procesing', Annual review of neuroscience, vol. 25, pp. 151-188. Buur, P. (2009), 'A dual echo approach to removing motion artefacts in fMRI time series', Magnetic Resonance in Medicine, vol. 22, no. 5, pp. 551-560. Menenti, L. (submitted), 'The neuronal infrastructure of speaking'. Poser, B. (2006), 'BOLD contrast sensitivity enhancement and artifact reduction with multiecho EPI: parallel-acquired inhomogeneity desensitized fMRI', Magnetic Resonance in Medicine, vol. 55, pp. 1227-1235.