Abstract-Cytokine and extracellular matrix (ECM) homeostasis are distinct systems that are each dysregulated in heart failure. Here we show that tissue inhibitor of metalloproteinase (TIMP)-3 is a critical regulator of both systems in a mouse model of left ventricular (LV) dilation and dysfunction. Timp-3 Ϫ/Ϫ mice develop precipitous LV dilation and dysfunction reminiscent of dilated cardiomyopathy (DCM), culminating in early onset of heart failure by 6 weeks, compared with wild-type aortic-banding (AB). Timp-3 deficiency resulted in increased TNF␣ converting enzyme (TACE) activity within 6 hours after AB leading to enhanced tumor necrosis factor-␣ (TNF␣) processing. In addition, TNF␣ production increased in timp-3 Ϫ/Ϫ -AB myocardium. A significant elevation in gelatinase and collagenase activities was observed 1 week after AB, with localized ECM degradation in timp-3 Ϫ/Ϫ -AB myocardium. Timp-3 Ϫ/Ϫ / tnf␣ Ϫ/Ϫ mice were generated and subjected to AB for comparative analyses with timp-3 Ϫ/Ϫ -AB mice. This revealed the critical role of TNF␣ in the early phase of LV remodeling, de novo expression of Matrix metalloproteinases (MMP)-8 in the absence of TNF␣, and highlighted the importance of interstitial collagenases (MMP-2, MMP-13, and MT1-MMP) for cardiac ECM degradation. Ablation of TNF␣, or limiting MMP activity with a synthetic MMP inhibitor (PD166793), each partially attenuated LV dilation and cardiac dysfunction in timp-3 Ϫ/Ϫ -AB mice. Notably, combining TNF␣ ablation with MMP inhibition completely rescued heart disease in timp-3 Ϫ/Ϫ -AB mice. This study provides a basis for anti-TNF␣ and MMP inhibitor combination therapy in heart disease. Ⅲ matrix metalloproteinase Ⅲ tumor necrosis factor-␣ C ardiovascular disease is the major cause of death in the Western world and is predicted to be the leading cause of mortality worldwide by 2020. 1 A close relationship between the severity of cardiac dysfunction, development of heart failure, and cardiac expression of tumor necrosis factor-␣ (TNF␣) has been demonstrated. 2,3 TNF␣ is a pleiotropic cytokine and is found elevated in patients with dilated cardiomyopathy (DCM), 4,5 ischemic heart disease, and congestive heart failure (CHF). 3 Based on the potential importance of TNF␣ in heart disease, anti-TNF␣ therapy has been attempted in patients with heart failure although significant benefits of this therapy remain to be demonstrated. 6,7 This suggests that other factors play key roles in the progression of heart failure. Maladaptive extracellular matrix (ECM) remodeling is a common feature of ventricular remodeling in patients with DCM and CHF. 8 Matrix metalloproteinases (MMPs) are the primary ECM remodeling enzymes, 9 and a disintegrin and metalloproteinase, ADAM-17/TACE (TNF␣ converting enzyme) converts membrane bound TNF␣ to its soluble form. 10,11 Furthermore, TNF␣ signaling is known to induce the transcription of metalloproteinases, 9,12 evoking a potentially important but overlooked interaction between TNF␣ signaling and ECM remodeling. Whether a direct relatio...