We previously demonstrated signi®cant therapeutic activities associated with adenoviral vector-mediated Herpes Simplex Virus/thymidine kinase (AdHSV-tk) with ganciclovir (GCV) in situ gene therapy in the RM-1 orthotopic mouse prostate cancer model and interleukin-12 (AdmIL-12) in situ gene therapy in the RM-9 orthotopic mouse prostate model for prostate cancer. In both protocols, local cytotoxicity and activities against pre-established lung metastases were demonstrated. To test whether combined AdHSV-tk GCV IL-12 gene therapy would lead to enhanced therapeutic effects when compared to either treatment alone, we used RM-9 mouse prostate cancer cells in both orthotopic and preestablished lung metastases models of prostate cancer. Combined treatment with a single injection of optimal doses of AdHSV-tk GCV or AdmIL-12 led to signi®cantly increased suppression of orthotopic tumor growth. IL-12 gene therapy alone was more effective than AdHSV-tk GCV in suppressing spontaneous lymph node metastases and pre-established lung metastases but combination gene therapy did not result in additional anti-metastatic activities. Combination gene therapy also did not achieve signi®cantly better animal survival compared to AdHSV-tk GCV or AdmIL-12 alone. Analysis of localized antitumor activities demonstrated that AdHSV-tk GCV therapy induced higher levels of necrosis compared to AdmIL-12 or combination therapy. However, both treatments alone and combination therapy produced similar increases in apoptotic index. To address the possible mechanisms of locally co-operative cytotoxic activities, we analyzed the systemic natural killer (NK) response and the numbers of tumor-in®ltrating immune cells using quantitative immunohistochemical analysis. AdHSV-tk GCV therapy alone led to detectable increases in iNOS-positive cells, CD4 and CD8 T-cells and moderately increased numbers of F4/80 (macrophage selective)-positive cells within treated tumors. In contrast, AdmIL-12 elicited a highly robust pattern of tumor in®ltration for all four of these immune cells that was in general mimicked by combination therapy. Further analysis of the accumulation of transforming growth factor-b1 (TGF-b1) immunohistochemical staining demonstrated that AdHSV-tk GCV treatment, but not AdmIL-12 treatment, produced cancer cell-associated increases in this cytokine relative to control Ad-b-gal injections. Interestingly, local injection with AdHSV-tk GCV induced signi®cant splenocyte-derived NK cell cytolytic