1α,25-Dihydroxyvitamin D3, (1,25-D3) the biologically active form of vitamin-D, is well established as a cancer cell growth inhibitor in addition to maintaining bone mineralization. In breast cancer cells, inhibitory effects on angiogenesis, and metastasis have been observed together with enhancement of apoptosis and induction of cell cycle arrest. There is a correlation between vitamin-D receptor expression on breast cancer cells and patient survival. However vitamin-D resistance and hypercalcaemia are key limiting factors in clinical use. The IMiD(®) immunomodulatory drug lenalidomide, (Revlimid(®), CC-5013) used in myeloma, can also modulate apoptotic and growth signalling. We studied whether lenalidomide treated breast cancer cells would acquire sensitivity to 1,25-D3 with resulting growth inhibition. The cell lines MCF-12A, MCF-7 and MDA-MB-231, representing non-tumorogenic, tumorogenic, and vitamin-D resistant lines respectively were treated with lenalidomide and/or 1,25-D3(at 100 nM). Whereas lenalidomide alone had no effect on cell growth, a 50% inhibition of cell growth by 1,25-D3 was achieved with additional 1 μM lenalidomide in resistant cells. This effect was through apoptosis measured by PARP cleavage and annexin-V expression. An apoptosis protein array showed that the 1,25-D3 and lenalidomide combination increased pro-apoptotic proteins (phosphorylated p53) and decreased BCL-2 expression. BCL-2 inhibition is proposed as a mechanism of action for the combined drugs in the MDA-MB-231 cell line. In vitamin D resistant cell lines MCF-7VDR and HBL-100 where the combination does not affect BCL-2-no inhibitory effect is observed. These results demonstrate the potential for the combinatorial use of lenalidomide and 1,25-D3 for vitamin D refractory tumours.