Synergistic interaction between H-ras and p53 were systematically examined during skin tumorigenesis. Concurrent expression of an activated H-ras gene and a mutant p53 gene was accomplished by crossing p53 Val135/wt mice with TGÁAC mice. Topical application to wild-type mice with benzo(a)pyrene (BaP) alone produced f26% skin tumor incidence, whereas BaP treatment of p53 wt/wt Hras TGÁAC/wt , p53 Val135/wt Hras wt/wt , and p53 Val135/wt Hras TGÁAC/wt mice produced a 75%, 77%, and 100% incidence of skin tumors, respectively. An average of 0.33 tumor per mouse was observed in wild-type (p53 wt/wt Hras wt/wt ) mice, whereas f1.54, 1.96, and 3.08 tumors per mouse were seen in BaP-treated p53 wt/wt Hras TGÁAC/wt , p53 Val135/wt Hras wt/wt , and p53 Val135/wt Hras TGÁAC/wt mice, respectively. The effects on total tumor volume were even more striking with 7-, 48-, and 588-fold increases in tumor volume compared with wild-type (p53 wt/wt Hras wt/wt ) in p53 wt/wt Hras TGÁAC/wt , p53 Val135/wt Hras wt/wt , and p53 Val135/wt Hras TGÁAC/wt mice, respectively. Histopathologically, all tumors from p53 wt/wt Hras wt/wt mice were either papillomas or well-differentiated squamous cell carcinomas, whereas the tumors in p53 wt/wt Hras TGÁAC/wt , p53 Val135/wt Hras wt/wt , and p53 Val135/wt Hras TGÁAC/wt mice were principally squamous cell carcinomas with varying degree of invasiveness. Particularly, tumors in p53 Val135/wt Hras TGÁAC/wt mice exhibited the most rapid growth and the extreme form of tumor invasion. Microarray analysis revealed that dominant-negative p53 (Val 135 ) and activated H-ras affected several cellular processes involved in tumorigenesis possibly through its effects on apoptosis, cell cycle arrest, and Ras-mitogen-activated protein kinase pathways. The present study provides the first in vivo evidence that a germ line p53 mutation and activated H-ras act synergistically to profoundly enhance tumor progression. (Mol Cancer Res 2005;3(10):563 -74)