We have discussed the use of BW5147 T-lymphoma cells as a model system to explore the genetic basis of invasion and metastasis. The degree of invasiveness of these cells in vitro is highly correlated with experimental metastasis formation in vivo upon tail vein injection in syngeneic AKR mice. A powerful in vitro selection system has been developed which allows to select rare invasive cell variants obtained by various experimental manipulations. We found that introduction of the human c-Ha-ras oncogene, the presence of human chromosome 7 from normal activated T-cells, DNA hypomethylation induced by 5-azacytidine treatment, and possibly also retrovirus insertional mutagenesis can convert noninvasive BW5147 T-lymphoma cells into invasive and metastatic cells. Several experimental approaches are discussed to identify the gene(s) involved.