We have previously demonstrated that genetically modified syngeneic murine tumor cells (KBALB) expressing the herpes simplex virus thymidine kinase gene (HSV-STK) can kill nearby unmodified tumor cells in the presence of ganciclovir (GCV). The killing was mediated by a bystander effect as evidenced by the prolonged animal survival when syngeneic HSV-TK gene-modified tumor cells were inoculated into mice with an intraperitoneal tumor. In this study we investigated whether irradiated xenogeneic HSV-TK gene-modified tumor cells, a human colon carcinoma cell line (HCT) transfected with the HSV-TK gene, can mediate the bystander effect when used in vitro and in vivo. In vitro experiments indicate that irradiated HSV-TK gene-modified xenogeneic cells (HCT) can mediate a bystander effect on the adjacent cells when the tumor population consisted of as few as 10% of the HSV-TK expressing HCT tumor cells. In vivo, animal survival experiments demonstrate that the xenogeneic gene-modified tumor cells could generate the bystander effect in mice with intraperitoneal tumors as evidenced by prolonged animal survival. In addition, histologic examination of the tumors from experimental animals showed extensive tumor necrosis 3 days post HSV-TK/GCV treatment in comparison to control animals. To evaluate the cause of necrosis in vivo, we assayed for cytokines, which may be involved in mediating this process, by performing RT-PCR and immunohistochemistry on tumor RNA and tumor cells, respectively. Production of IL-1α and IL-6 mRNA within the experimental tumors was observed by RT-PCR. However, mRNA expression for other cytokines including IFN-γ, IL-2 and IL-4 was not present. Immunohistochemical analysis for IL-1α protein showed reactivity within the infiltrating mononuclear cells indicating the release of this soluble factor. These results indicate that the bystander effect can be generated using irradiated xenogeneic cells both, in vitro and in vivo. Furthermore, this process is mediated by the release of cytokines such as IL-1α, IL-6 which enhances the bystander effect in vivo by immunostimulation.