Proteolytic enzymes are believed to be necessary for tumor cell invasion. We have studied the effects of the cysteine proteinase inhibitor E-64 and the serine and cysteine proteinase inhibitor leupeptin, on the ability of human malignant melanoma cells (LOX) to pass through an artificial basement membrane. Transwell chambers containing filters coated with the reconstituted basement membrane, Matrigel, were used. Nontoxic concentrations of the proteinase inhibitors reduced the invasion of LOX cells through Matrigel. E-64 (250 mumol/l) by 27% and leupepetin (250 micrograms/ml) by 46%. The proteinase inhibitors did not alter the growth rate of the tumor cells, their motility through uncoated filters, or their attachment to the Matrigel coated wells. Our results indicate that cysteine proteinases are involved in the degradation of basement membranes and thus contribute to the invasion of malignant melanoma cells.