Growth inhibition of established tumor metastases in the lungs poses a difficult challenge for most clinical settings inLung cancer is the single largest cause of cancer deaths, with less than 15% of newly diagnosed patients surviving beyond 5 years. More than 80% of lung cancers do not respond favorably to chemotherapy. One of the primary clinical challenges is to overcome the tumor resistance to chemotherapeutic drugs. P53 tumor suppressor gene mutations are reported in a majority of lung cancers and loss of p53 function results in increased drug resistance and tumor relapse. 1 An approach postulated in recent years is p53 gene replacement into the tumor cells, which can then lead the cell into apoptosis as well as increase the sensitivity of the cells to chemotherapeutic drugs. 2,3 Most anti-cancer drugs have been conventionally delivered via oral or intravenous routes. Biodistribution of the drugs through these delivery strategies is widespread, with the ratio of the drug deposited in the lungs being low. 4 A similar distribution of transgene expression in various tissues is observed after intravenous or intraperi- toneal delivery of vector-DNA complexes for gene therapy. 5 Another concern is the systemic toxicity observed after oral or intravenous routes of delivery. Aerosol delivery of genes and chemotherapeutic drugs represents a very promising technology to target the lungs specifically, increasing the pulmonary deposition and pharmacokinetic profile of the drugs and genes. 4,6 We have previously demonstrated that polyethylenimine (PEI) can achieve high levels of transgene expression in the lungs after aerosol delivery, 6 with minimal toxicity or cytokine responses, 6,7 and the dose delivered by aerosol has been shown to result in an anti-tumor effect in two different lung cancer models, using the p53 tumor suppressor gene. 8,9 Also, we previously reported that aerosol delivery of a liposomal formulation of 9NC, a topoisomerase I inhibitor, can inhibit the growth of subcutaneous tumors as well as lung metastases. 10,11 In this report, we demonstrate that sequential delivery of p53 and 9NC by aerosol can arrest the growth of established B16-F10 melanoma pulmonary metastases in experimental mice.In order to study the combined effect of 9NC and p53 in vitro, B16-F10 cells grown in tissue culture plates were transfected with PEI-p53 or PEI-Neobam complexes (1