We have previously demonstrated that the chemokine receptor CXCR4 and its ligand SDF-1 are important regulators of migration in MM. The objective of this study was to investigate the role of the CXCR4 inhibitor AMD3100 (Sigma, MO) on proliferation, survival, migration, adhesion and invasion in MM. MM cell lines (MM.1S, OPM2 and Kas6/1) were exposed to serial dilutions of SDF-1 (1–100nM) in the presence or absence of the CXCR4 inhibitor AMD3100 (20–100uM) incubated for 16 hrs or the CXCR4 inhibitory antibody MAB171 (RDSystems, MN) 10–800uM or its IgG2 isotype control. Inhibition of proliferation was measured using the MTT proliferation assay. Apoptosis was determined using Annexin V/PI FACS analysis. Migration was determined using a transwell migration assay (Costar, Corning, NY). Cells treated with serial concentrations of AMD3100 or vehicle (sterile water) were washed, placed in serum free medium for two hours, then placed in the migration chambers with 1% FCS medium in the presence of SDF–1 20nM (a concentration previously determined to induce maximum migration in MM cells). After 4 hours of incubation, cells that migrated to the lower chambers were counted. Similarly, adhesion was determined using an adhesion assay (EMD Biosciences, CA) with 96 well plated coated with fibronectin and using MM cells treated with serial dilutions of AMD3100 or vehicle in the presence or absence of serial concentrations of SDF-1 (10–30nM). Invasion was determined using the invasion assay (EMD Biosciences, CA). Serial concentrations of SDF-1 induced a bell-shaped migration curve in MM cells with 10–30nM inducing maximum migration (324% compared to untreated control) while higher doses of SDF-1 (100nM) did not induce migration in all MM cells tested. AMD3100 induced a dose dependent inhibition of migration in MM cells treated with 20nM SDF-1. The maximum effect was demonstrated at 25uM with 48% migration as compared to control. Higher doses of AMD3100 (50–100uM) did not further inhibit migration. The anti-CXCR4 antibody demonstrated a dose dependent inhibition of migration. Anti-CXCR4 10uM inhibited migration to 53% and 200uM to 35%. The effects of higher doses of anti-CXCR4 were not significantly different as compared to 200uM. Serial concentrations of SDF-1 (10–100) induced a dose-response increase in adhesion to fribronectin with 10nM increasing adhesion by 202% as compared to untreated cells and 100nM 462% indicating activation of alpha4 beta1 integrin on MM cells. AMD3100 100uM inhibited adhesion at all doses by 55% as compared to control. Using the invasion assay, SDF-1 100nM induced maximal invasion of MM cells. The effect of SDF-1 on invasion was not abrogated by AMD3100. AMD3100 did not induce significant apoptosis or inhibition of proliferation at all tested doses, in the presence or absence of 20–100nM SDF-1. In summary, AMD3100 inhibited migration and adhesion of MM cells, but not invasion indicating that invasion occurs through non-CXCR4 dependent mechanisms. AMD3100 did not induce apoptosis or inhibition of proliferation indicating that its effect is specific on migration and adhesion. Further experiments to test its role on homing of MM cells in vivo are underway. The future use of this novel agent as an inhibitor of homing of MM cells in clinical trials may be warranted. Supported in part by an ASH Scholar Award and an MMRF grant.