-INCLUSION CRITERIA:

          1. Measurable metastatic melanoma with at least one lesion that is resectable for TIL
             generation and at least one other lesion that can be measured by RECIST criteria.

          2. Confirmation of diagnosis of metastatic melanoma by the Laboratory of Pathology of
             NCI.

          3. Patients with 3 or fewer brain metastases that are less than 1 cm in diameter and
             asymptomatic are eligible. Lesions that have been treated with stereotactic
             radiosurgery must be clinically stable for 1 month after treatment for the patient to
             be eligible. Patients with surgically resected brain metastases are eligible.

          4. Greater than or equal to 18 years of age and less than or equal to 70 years of age.

          5. Ability of subject to understand and the willingness to sign the Informed Consent
             Document

          6. Willing to sign a durable power of attorney.

          7. Clinical performance status of ECOG 0, 1 or 2.

          8. Patients of both genders must be willing to practice birth control from the time of
             enrollment on this study and for up to four months after treatment.

          9. Serology:

               -  Seronegative for HIV antibody. (The experimental treatment being evaluated in
                  this protocol depends on an intact immune system. Patients who are HIV
                  seropositive can have decreased immune-competence and thus are less responsive to
                  the experimental treatment and more susceptible to its toxicities.)

               -  Seronegative for hepatitis B antigen, and seronegative for hepatitis C antibody.
                  If hepatitis C antibody test is positive, then patient must be tested for the
                  presence of antigen by RT-PCR and be HCV RNA negative.

         10. Women of child-bearing potential must have a negative pregnancy test because of the
             potentially dangerous effects of the treatment on the fetus.

         11. Hematology:

               -  Absolute neutrophil count greater than 1000/mm(3) without the support of
                  filgrastim

               -  WBC greater than or equal to 3000/mm(3)

               -  Platelet count greater than or equal to 100,000/mm(3)

               -  Hemoglobin > 8.0 g/dl

         12. Chemistry:

               -  Serum ALT/AST less than or equal to 2.5 times the upper limit of normal

               -  Serum Creatinine less than or equal to 1.6 mg/dl

               -  Total bilirubin less than or equal to 1.5 mg/dl, except in patients with Gilbert
                  s Syndrome who must have a total bilirubin less than 3.0 mg/dl.

         13. More than four weeks must have elapsed since any prior systemic therapy at the time
             the patient receives the preparative regimen, and patients toxicities must have
             recovered to a grade 1 or less (except for toxicities such as alopecia or vitiligo).
             Patients must have progressive disease after prior treatment.

             Note: Patients may have undergone minor surgical procedures within the past 3 weeks,
             as long as all toxicities have recovered to grade 1 or less.

         14. Subjects must be co-enrolled in 03-C-0277

        EXCLUSION CRITERIA:

          1. Women of child-bearing potential who are pregnant or breastfeeding because of the
             potentially dangerous effects of the treatment on the fetus or infant.

          2. Any form of primary immunodeficiency (such as Severe Combined Immunodeficiency
             Disease).

          3. Concurrent opportunistic infections (The experimental treatment being evaluated in
             this protocol depends on an intact immune system. Patients who have decreased immune
             competence may be less responsive to the experimental treatment and more susceptible
             to its toxicities).

          4. Active systemic infections, (e.g.: requiring anti-infective treatment), coagulation
             disorders or any other active major medical illnesses.

          5. Concurrent systemic steroid therapy.

          6. History of severe immediate hypersensitivity reaction to any of the agents used in
             this study.

          7. History of coronary revascularization or ischemic symptoms.

          8. Any patient known to have an LVEF less than or equal to 45%

          9. Documented LVEF of less than or equal to 45%, note: testing is required in patients
             with:

               -  Age greater than or equal to 65 years old

               -  Clinically significant atrial and or ventricular arrhythmias including but not
                  limited to: atrial fibrillation, ventricular tachycardia, second or third degree
                  heart block or history of ischemic heart disease or chest pain.

         10. Patients who are receiving other investigational agents

         11. Documented FEV1 less than or equal to 60% predicted tested in patients with:

               -  A prolonged history of cigarette smoking (20 pk/year of smoking within the past 2
                  years).

               -  Symptoms of respiratory dysfunction