Thymidylate synthase (TS) is an essential enzyme in de novo synthesis of thymidylate, and is required for DNA synthesis and cell proliferation in the absence of exogenous thymidine. As a consequence, TS is a target for anticancer chemotherapy by several drugs, including 5-fluorouracil (5-FU) and raltitrexed (Tomudex), in treatment of colorectal and other tumors. TS overexpression due to increased gene transcription and mRNA translation can mediate drug resistance. Decreased cellular uptake and polyglutamylation of TS-targeting drugs (raltitrexed, for example), increased drug efflux, altered metabolism of cytotoxic drugs (for example, 5-FU), and other events can decrease the effectiveness of TS-targeting drugs. Recent preclinical and clinical studies have addressed the resistance problem by using combinations of different drugs that target TS,or by combining TS-targeting and non-TS-targeting drugs. Our approach has been to circumvent and / or prevent TS overexpression-mediated drug resistance by employing antisense oligodeoxynucleotides (ODNs) to downregulate TS mRNA and protein levels. These studies have revealed that targeting the 3 end of human TS mRNA downregulates TS mRNA and protein, inhibits cell proliferation, and sensitizes HeLa cells to raltitrexe d, 5-FU, and 5-fluorodeoxyuridine (5-FUdR) in vitro (Ferguson et al., Br. J. Pharmacol. 127, 1777-1786, 1999). In addition, growth of human HT29 colon carcinoma cell explants in immunocompromised mice is inhibited by antisense downregulation of TS (Berg et al., J.Pharmacol. Exp. Therap. 298, 477-484, 2001). TS-overexpressing, 5-FUdR-resistant HeLa cells have been established in order to examine resistance mechanisms and cross-resistance to 5-FU and raltitrexed. Treatment of 5-FUdR-resistant HeLa cells with TS antisense ODN effectively reduces TS mRNA and protein levels, and decreases the IC50 of 5-FUdR by up to 80% (Ferguson et al., Br. J. Pharmacol., 134, 1437-1446, 2001). These results indicate that antisense ODN treatment improves the efficacy of anti-TS chemotherapeutic drugs in vitro and in vivo , and is effective in overcoming tumor cell resistance to these drugs. However, cellular responses to antisense targeting of different TS mRNA domains are complex. In fact, targeting the translation start sit e (but not other TS mRNA regions) stimulates TS gene transcription (DeMoor et al., Exp. Cell Res., 243, 11-21, 1998). Distinctive cellular responses to targeting of specific TS mRNA regions provide exciting therapeutic opportunities. Antisense ODN treatment to modulate TS activity, in combination with TS-targeting chemotherapeutic drugs, has the potential to be an effective anti-tumor therapy.