Repeated exposures to high doses of chemotherapy are often required to eradicate solid tumors. The success of such high-dose therapy is often limited by the myelosuppressive and toxic effects of these drugs on bone marrow cells and by the intrinsic resistance of the cancer cells to chemotherapy. To test ways of using genetic modification of somatic cells to circumvent both of these problems, we first genetically modified normal bone marrow cells with multidrug resistance-1 (MDR-1) cDNA retroviral vectors to render these cells more resistant to p-glycoprotein-transported agents. Experiments conducted previously in a mouse model in our laboratory (E. G. Hanania et al., Cancer Gene Ther., 2: 251-261, 1995; E. G. Hanania and A. B. Deisseroth, Cancer Gene Ther., 1: 21-25, 1994), which involve transplantation of mouse marrow cells modified with the human MDR-1 cDNA, showed that the majority of the marrow cells of these animals were resistant to repetitive administration of myelotoxic doses of Taxol, a MDR-1-transported drug. Next, to test the effects of genetically modifying marrow cells to make them resistant to chemotherapy, and genetically modifying tumor cells to make them more sensitive to chemotherapy, a mouse breast cancer cell line was transfected with a plasmid expression vector that contained a wild-type p53 chemosensitization transcription unit. Others have shown that restoration of the p53 gene can lead to decreased proliferation, reduced tumorigenicity, and increased sensitivity to chemotherapy-induced apoptosis. In this animal model, the simultaneous use of both chemoprotection and chemosensitization vectors, which provided protection of the normal cells to the chemotherapy and at the same time sensitized the tumor cells to the toxic effects of the chemotherapy, resulted in levels of in vivo tumor reduction that were not possible when either genetic chemoprotection of marrow cells or chemosensitization of tumor cells was used alone. These data should be of interest to those who are studying ways of using genetic modification to improve the outcome of established chemotherapy treatment programs for solid tumors.