Inclusion Criteria:

- Patients with metastatic melanoma.

- Lesions must be measurable.

- Patient must have the following minimum labs: ANC> 1500/mm3, Hemoglobin > 8 mg/dl;
platelets > 100,000 mm3; and liver function tests < 5x normal; and creatinine < 1.5
mg/dl.

- ECOG performance status > 2.

- No prior therapy with DTIC or thalidomide

- No other history of malignancy other than curatively resected basal cell carcinoma of
the skin or carcinoma in situ of the cervix.

- Patients must not be pregnant or lactating.

- Sexually active men and women of childbearing age must use adequate contraception.
All patients must understand the potential for severe birth defects with thalidomide
and must be able to follow instructions to avoid conception while taking thalidomide