Tumor-stromal interactions have been suggested to be a critical factor in both tumor invasion and tumor metastasis. Here, we examined the role of tumor-stromal interactions using co-cultures of prostate cancer (PC) cells derived from primary and metastatic tumors with primary or immortalized stromal (fibroblast and smooth muscle) cells and their effect on matrix metalloproteinase (MMP) and tissue inhibitor of metalloproteinase (TIMP) expression. Co-cultures of PC and stromal cells showed enhanced levels of pro-MMP-9 and reduced levels of TIMP-1 and TIMP-2. Whereas enhanced expression of pro-MMP-9 occurred in PC cells, the TIMPs were down-regulated in stromal cells. Induction of pro-MMP-9 and reduction of TIMP expression did not require cell-cell contact and were mediated by a soluble factor(s) present in the conditioned medium of the effector cell. Collagen I is a potent inducer of pro-MMP-9 in PC cells. Consistently, preliminary characterization of the soluble factor in the fibroblast conditioned medium revealed m.w. of approximately 100 to 250 kDa, and its effect on pro-MMP-9 expression was partly inhibited by an anti-␣2 integrin antibody, a major collagen I receptor. Expression of pro-MMP-9 protein and mRNA was also induced in metastatic PC-3 cells grown in human fetal bone implants in SCID mice. Metastasis formation is the hallmark of cancer and the major cause of mortality. Tumor metastasis involves extensive interactions of the invasive cancer cells with host stromal components, and such interactions promote degradation of the extracellular matrix (ECM) by specialized proteolytic enzymes produced by both the cancer and the stromal cells. These interactions are likely to occur in both primary and metastatic sites. Among the proteases involve in ECM degradation during tumor invasion, the family of matrix metalloproteinases (MMPs) has been shown to play a key role due to their ability to degrade a variety of ECM and basement membrane components. 1-3 All MMPs are specifically inhibited by the tissue inhibitors of matrix metalloproteinases (TIMPs), a family of proteins that presently includes TIMP-1, TIMP-2, TIMP-3 and TIMP-4. 4 The TIMPs inhibit all active MMPs, albeit with different affinities, by binding to the active site of the enzyme. Consequently, the balance between MMP and TIMP levels has been considered to be a critical determinant of the net proteolytic activity at any given time. 5 In tumor tissues, differential expression of MMPs and TIMPs in the tumor and stromal cells may tilt the balance and thus influence MMP activity and eventually tumor cell invasion. However, little is known about the regulation of MMP and TIMP levels in tumor and stromal tissues.Prostate cancer (PC) is the most common cancer and the second leading cause of cancer death in American men. 6 Metastatic PC cells invade initially into the prostate stroma, where they intimately interact with stromal cells and ECM components. Eventually, PC cells metastasize preferentially to bone tissues, where they interact with bone stromal cell...