In order to understand the mechanism for neoplastic cell invasion, we utilized binding studies of TIMP-2, gelatinase A and the TIMP-2/gelatinase A complex to neoplastic cells and correlated these results with their capacity to invade a matrix substrate in a modified Boyden chamber assay. Binding studies were performed on malignant human breast cancer cells and fibrosarcoma cells with rTIMP-2, rGelatinase A, and TIMP-2/gelatinase A complex. Competition studies of the binding characteristics of these proteins indicated that gelatinase A and gelatinase A/TIMP-2 complex bound to the surface of cells via TIMP-2. Furthermore, the localization of either latent or active protease to the surface of MDA-MB-435 breast cancer cells facilitated the invasion of these neoplastic cells through a matrigel barrier. This suggests that in addition to binding this complex, these cells can activate this pro-enzyme-inhibitor complex and use this activity to facilitate cellular invasion. Moreover, their enhanced invasion was suppressed by exogenous additions of rTIMP-2. A working hypothesis and model for the role of gelatinase A/TIMP-2 complex in cellular invasion is presented.