Prostate epithelial cell growth is dependent on the presence of androgens and the transition of prostate cancer to an androgen independent phenotype results in a highly aggressive, currently incurable cancer. We have developed a new preclinical model of androgen independent prostate cancer derived from the VCaP prostate cancer epithelial cell line. VCaP cells were subcutaneously implanted and serially passaged in castrated male SCID mice. Androgen independence was confirmed by WST-1 (a tetrazolium salt) cell proliferation assay in the absence or presence of dihydrotesterone (DHT) (1 -100 nM). VCaP androgen sensitive (VAS) cells responded dose dependently to DHT whereas VCaP androgen independent (VAI) cells did not alter their proliferation in response to DHT. Gene expression of androgen receptor, Bcl-2, DD3, prostate acid phosphatase, STEAP, and survivin was determined by PCR amplification. Bcl-2 expression was upregulated in the VAI lines compared to the VAS suggesting a possible mechanism of androgen independence. Futhermore, tumorassociated -angiogenesis was assessed by immunofluorescence confocal microscopy of CD31. VAI tumors demonstrated enhanced angiogenesis compared to VAS tumors. These results demonstrate the development of a novel model of prostate cancer androgen independence and provide a new system to study angiogenesis and the transition to androgen independence.