Purpose: 1,3-Bis(2-chloroethyl)-1-nitrosourea (BCNU) induces DNA damage via a chloroethyl adduct at the O 6 position of guanine, which can be repaired by O 6 -alkylguanine DNA alkyltransferase (AGT) expressed in melanoma. We postulated that the addition of O 6 benzylguanine (O 6 BG), a potent inactivator of AGT, would improve the clinical response to BCNU in melanoma. Experimental Design: Patients had measurable disease, adequate organ function, and a corrected Diffusing capacity of the lung for carbon monoxide (DLCO) of z70% predicted. They were accrued into two cohorts based on prior chemotherapy. O BG to analyze AGT depletion. Treatment was every 6 weeks, and clinical response was assessed after every two cycles. Results: Forty-two patients were enrolled, 22 of these patients were chemotherapy-naïve. In the chemotherapy-naïve cohort, there was a patient with a complete response (CR), 4 with stable disease (SD), 13 with progressive disease (PD), and 4 nonevaluable patients; the median time to progression was 80 days and the median survival was 211days. In the prior-chemotherapy cohort, there were no responses, 3 SD, 15 PD, and 2 nonevaluable patients; median time to progression was 54 days and median survival was 120 days. AGTwas depleted from PBMC in the 15 patients tested. Grades 3 to 4 myelosuppression was seen in 57% of patients; toxicities were similar between the two cohorts. Conclusions: O 6 BG/BCNU was successfully administered on an outpatient basis and depleted AGT from PBMC. However, significant myelosuppression was observed and the clinical outcome was not improved. Alternative mechanisms of resistance to melanoma cell death need to be investigated.The incidence of malignant melanoma is steadily increasing.More than 59,000 new cases and >10,000 deaths were estimated in 2004 (up from 54,000 and 7,600, respectively, in 2003). Dacarbazine and interleukin 2 remain the only Food and Drug Administration-approved drugs for metastatic melanoma, each with response rates of f15%. Clearly, more effective therapeutic approaches are needed. Several alkylating agents are active in melanoma, including Temozolomide, cisplatin, and 1,3-bis(2-chloroethyl)-1-nitrosourea (BCNU). However, the overall response rates are z15%, and combination chemotherapy has not been shown to be superior to the single agent dacarbazine (1). These results suggest that mechanisms of chemotherapy resistance are dominant in this disease, which has prompted continued research to uncover treatable mechanisms of melanoma escape from the actions of cytotoxic chemotherapy.It has been shown that BCNU induces its cytotoxic effect largely through the generation of a chlorethyl adduct at the O 6 -position of guanine in DNA that subsequently undergoes an intramolecular rearrangement to produce an unstable ethanoguanine intermediate, which subsequently reacts with cytosine on the opposite DNA strand (2, 3). An N 1 -guanine-N 3 -cytosine-ethanol cross-link results. Development of the interstrand cross-links can be prevented by the DNA repair p...