4255 Background: Most HCCs are hypervascular and appropriate for treatments that target tumor angiogenesis. Tumor vascularity may be mechanically disrupted by TACE yet biologic disruption is preferable. As Thal has anti-angiogenic properties we studied the combination of Thal and TACE in patients with HCC. Thal's tolerance in patients (pt) with a variety of illnesses is not well-established. We therefore reviewed Thal's tolerability in pts with liver disease and HCC undergoing Adriamycin (Adria) Lipiodol (Lip) TACE. Methods: 56 pts with HCC have been enrolled. All pts had total bili < 3, and transaminases ≤ 5 X nl. Thal was initiated at a dose(ds) of 200 mg/d and ds escalations or decreases were permitted as tolerated. After 28 days Thal was discontinued and pts underwent a Adria Lip collagen TACE after which Thal was restarted. Results: The mean pt age was 58.4 yrs. The m/f ratio was 46/10. All pts had hepatitis B or C, or alcoholic liver disease. 15 pts recieved liver transplants. 8 pts were removed from study for Thal toxicity (tox). 4, 1 and 3 of the 8 pts were withdrawn for grade (gr) II-III neurologic (neuro), gr I gastrointestinal (gastro) and gr ≥ III other Thal toxs, respectively. 42 pts have undergone TACE. 24 pts remained on 200 mg/d and 18 pts were ds escalated to 250–500 mg/d prior to TACE. There were 42 Thal ds increases and 32 ds reductions. The first post TACE ds was reduced for TACE related constitutional tox in 8 pts. 13 of 18 pts ds escalated prior to TACE required ds reductions after TACE. There were more ds reductions due to Thal tox after TACE then before it (28 vs 4, p = 0.0002), and more pts were reduced to ≤ 150 mg/d as a result of Thal tox after TACE then prior to it. (19 vs 5 p = 0.0007). 47.1 %, 3.7 % and 18.8 % of ds reductions were prompted by constitutional, gastro and neuro Thal tox, respectively. 41.5%, 45.2% and 13.2% of the ds reductions resulted from gr I, II and III Thal toxs. Conclusions: 1.0 Initial Thal ds of 200 mg/d are tolerable in HCC pts with minimal liver dysfunction. 2.0 Ds escalations > 200 mg often result in subsequent ds reductions. 3.0 Ds reductions are more frequent after TACE when some pts may tolerate only 50–150 mg/d. No significant financial relationships to disclose.