Angiogenesis is a prominent feature in rheumatoid arthritis. 2-methoxyestradiol (2ME2) inhibits endothelial cell proliferation, and angiogenesis in vivo. We evaluated the effect of 2ME2 in rats with adjuvant arthritis (AA), an autoimmune T-cell-dependent polyarticular arthritis induced by immunization with Mycobacterium organisms. Rats were immunized with Mycobacterium butyricum and arthritis was assessed clinically, by radiolabeled blood neutrophil (PMNL) migration to joints and by histology. Treatment with 2ME2 (30 mg/kg/d or 100 mg/kg/d) from day 6 post-immunization inhibited arthritis severity on day 14 (vehicle clinical score=11.2; 2ME2 groups=7-8, p<0.05). When treatment was delayed until signs of clinical arthritis on day 10 post-immunization, 2ME2 treatment still inhibited arthritis severity. PMNL migration to the joints was significantly inhibited (by 35-40%; p<0.01) by early 2ME2 treatment (day 6-14). Treatment with 2ME2 inhibited PMNL migration to dermal inflammation induced by TNF-alpha but not by LPS or C5a. Joint histology revealed decrease in leukocyte infiltration and especially in cartilage damage. However, synovial vascularity was not affected by 2ME2 treatment. The marked splenomegaly, splenitis and lymphoid hyperplasia associated with AA were prevented by 2ME2 therapy. Furthermore, the ex vivo proliferative response to mycobacterial antigen (PPD) of lymphocytes from 2ME2-treated rats with AA was markedly diminished, although response to mitogens was unaffected. Thus 2ME2 has anti-arthritic properties with a disease-modifying action, separate from its anti-angiogenic properties. The selective inhibition of TNF-alpha-induced leukocyte recruitment, lymphoid hyperplasia and attenuated recall response to antigen suggests both immunomodulatory and anti-inflammatory actions of 2ME2.