Adenoviruses (Ads) are characterized by broad tropism in that they are able to infect both quiescent and proliferating cells of a wide variety of tissues. This characteristic, together with ease of manipulation of the viral genome and propagation to high titers, makes Ad-based vectors particularly attractive for in vitro protein expression, as well as for in vivo applications of gene therapy and vaccination. Early region 1 (E1)-deleted first-generation (FG) Ad vectors are ideal recombinant viral vaccines due to their ability to elicit strong cell-mediated and humoral immunities (7,23,42,43,(45)(46)(47). In contrast, use of FG Ad for gene therapy has been hampered by its shortterm transgene expression as a result of leaky adenoviral structural-gene expression, leading to immune clearance of transduced cells (11,33,38,45). To improve longevity of expression, new generations of Ad type 5 (Ad5)-based vectors have been constructed by introducing additional deletions of viral genes, resulting in further attenuation of the adenoviral gene expression in vivo. Vectors with E1, E2a/b, E3, and E4 deletions in different combinations displayed lower in vitro cytotoxicity and higher stability in vivo than classic FG Ad5 (4,5,21,29). However, conclusive evidence that these second-and thirdgeneration Ad vectors are capable of significantly prolonging gene expression in vivo is still missing. The systems presently available have low production efficiencies, presumably due to suboptimal expression levels and timing of the complementing genes stably introduced in the packaging cell lines (5,17,29,49).Helper-dependent (HD) Ad vectors, which contain only the cis-acting DNA elements necessary for replication and packaging but lack all adenovirus genes, represent the most efficient and safe gene transfer vectors (14,32,35,36,37,39). The current system for HD Ad vector production is based on three components: an E1 complementing cell line, the HD backbone, and a helper virus that provides in trans the whole repertoire of viral proteins required for replication and assembly of the HD progeny. This method inevitably leads to contamination of HD vector preparations with variable amounts of helper virus. Additionally, due to difficulties in optimizing the helper/HD ratio during the amplification cycles, production levels seldom reach those of FG vectors. A number of different approaches have been reported in the attempt to solve this problem, including use of a baculovirus-adenovirus hybrid to deliver the Ad helper functions (8), but in this case also, the system needs improvement to prevent the generation of replication-competent adenovirus.An ideal solution to these problems would be to develop a helper cell line that would simplify production of high-titer HD vectors. Despite several attempts, efforts to construct such helper cell lines have failed so far. A major obstacle is the strong cytotoxic effect of adenoviral proteins resulting from the leaky gene expression observed with native viral promoters, such as the major late promoter. ...