Abstract HER2 overexpression in various tumors results in increased angiogenesis, metastasis and reduced survival. Previously we reported that simian virus 40 T/t-common polypeptide can repress HER2 expression and specifically induce apoptosis in HER2-overexpressing cancer cells. In this study, we further explored the effect of T/t-common on tumor angiogenesis. HER2-overexpressing cancer cells were either infected with T/t-common-carrying adenovirus (rAd-T/t) or vector virus (rAd-V). The supernatant of infected cells were then used in the Tanswell migration, tube formation, and Matrigel plug assays to evaluate its ability to induce angiogenesis. Our data indicate that conditioned medium from rAd-T/t-infected cells had much lower ability to induce the migration and tube formation of endothelial cells and to induce blood vessel formation in Matrigel plugs than that from rAd-V-infected cells. T/t-common was found to be able to inhibit the expression of pro-angiogenic factor VEGF-A through inhibiting the HER2-ERK-HIF-1 signaling pathway. Moreover, T/t-common could induce the expression of anti-angiogenic factor TSP-1 through activating the HER2-p38 pathway. Finally we show that infection of HER2-overexpressing SK-OV-3 xenograft tumors by rAd-T/t virus could lead to inhibition of tumor growth and microvessel formation in NOD/SCID mice. Together, these data suggest that T/t-common is a potential gene therapeutic agent that can inhibit the growth and angiogenesis of HER2-overexpressing tumors. Citation Information: Mol Cancer Ther 2009;8(12 Suppl):A195.