Inhibitors of Bcl-2 may be useful therapeutic agents for the treatment of a wide variety of malignancies including leukemia. A potential prototype of such a compound is the endogenous Bcl-2 and Bcl-xL binding protein BAD. Previous reports indicate that BAD can overcome the anti-apoptotic effect of Bcl-xL but not Bcl-2. If BAD cannot induce apoptosis in cells over-expressing Bcl-2, it would limit the application of molecules like BAD as novel anti-tumor agents. We report that transient transfection of BAD induced cell death in cells with and without over-expression of Bcl-2 or Bcl-xL. Forty-eight hours after transfection, BAD increased cell death in COS, COS Bcl-2, and COS Bcl-xL cells as demonstrated by decreased GFP expression, and an increase in the number of number of floating cells. In addition, BAD induced cell death in leukemic cell lines over-expressing Bcl-2 and Bcl-xL as determined by changes in luciferase activity. BAD-induced apoptosis was not accompanied by loss of mitochondrial membrane potential. Therefore, we conclude that transient transfection of BAD directly induces apoptosis in cells over-expressing Bcl-2 or Bcl-xL and validates the pursuit of molecules like BAD as novel therapeutic agents.