Inclusion Criteria:

- Ability to understand and the willingness to sign a written informed consent
document.

- Subjects must have findings on neuroimaging studies and clinical evaluation
consistent with the diagnosis of a primary brain tumor in order to be offered
enrollment in the study. Subsequently, in order to remain on study, they must have
histologically or cytologically confirmed primary tumor of the brain. Intra-operative
confirmation of histology (i.e. frozen section assessment or equivalent) is required
for all subjects. Gliadel wafers will not be implanted without positive
intraoperative histopathology consistent with a primary tumor of the brain. The final
classification and evaluability determination will be made based on post-operative
histological reports showing anaplastic astrocytoma or Glioblastoma multiforme. No
central pathology review will be required.

- Newly diagnosed supratentorial primary brain lesion as visualized on enhanced MRI
scan (or CT scan with contrast for subjects who cannot undergo MRI) that is
appropriate for surgical resection and implantation of Gliadel.

- All eligible subjects will undergo surgical resection. After resection, if there is
communication of the resection cavity with the ventricular spaces preventing the use
of Gliadel® the subject leaves the study.

- MRI or CT with and without contrast within 30 days of study entry.

- New diagnosis of primary brain tumor is required. No prior therapy, including
previous radiotherapy, chemotherapy, or operation is allowed.

- Age 18 years and older, since the rationale for this therapy was established in
adults, and the tumor uncommon in children, so that no useful information is likely
to emerge from their inclusion in this study.

- Karnofsky Performance Status greater than or equal to 60.

- Life expectancy of at least 12 weeks.

- Subjects must have normal organ and marrow function as defined below:

- WBC greater than or equal 2,000/mm3

- Absolute neutrophil count greater than or equal to 1,500/mm3

- Platelets greater than or equal to 125,000/mm3

- Total bilirubin less than or equal to 2.0 mg/dl

- AST(SGOT)/ALT(SGPT) less than or equal to 2.5 X upper limit of normal

- PT / PTT within 1.5 X upper limit of normal

- Creatinine less than or equal to 1.7 mg/dl

- BUN less than or equal to 40 mg/dl

- Hemoglobin > 10 g/dL

- Clinical evaluation of cardiac and pulmonary functions consistent with adequate
tolerance of surgical procedure.

- Negative pregnancy test (beta HCG) if a female of childbearing age and not surgically
sterilized.

- The effects of BCNU (the active ingredient in the Gliadel wafer) with concomitant
Temozolomide on the developing human fetus are unknown. BCNU is known to cause fetal
harm if administered to a pregnant woman and is a pregnancy risk factor D.
Temozolomide May cause fetal harm when administered to pregnant women. Animal
studies, at doses less than used in humans, resulted in numerous birth defects.
Testicular toxicity was demonstrated in animal studies using smaller doses than
recommended for cancer treatment. Temozolomide is also a pregnancy risk factor D.
Radiation therapy is known to be both mutagenic and teratogenic. For this reason,
women of child-bearing potential and men must agree to use adequate contraception
(hormonal or barrier method of birth control; abstinence) prior to study entry and
for the duration of study participation. Should a woman become pregnant or suspect
she is pregnant while participating in this study, or if her partner is participating
in this trial, she should inform the treating physician immediately.

Exclusion Criteria:

- Known hypersensitivity or allergy to BCNU (carmustine) or other components of the
Gliadel® wafer such as polifeprosan polymer.

- Known hypersensitivity to temozolomide.

- Subjects may not be receiving any other investigational agents.

- If the surgeon determines that placement of Gliadel wafers is inappropriate, or if
the final diagnosis is other than anaplastic astrocytoma or glioblastoma, the subject
will leave the study and not be further analyzed.

- Subjects who have had chemotherapy or radiotherapy at any time for this diagnosis.

- A subject will be considered unresectable preoperatively if, in the opinion of the
neurosurgeon, the subject is not a candidate for maximal cytoreductive surgery,
(i.e., crosses the midline, continuous with the ventricular space). Such subjects
will not be eligible for treatment on this protocol.

- Diagnosis of prior central nervous system tumor.

- Diagnosis of systemic cancer requiring treatment within the past five years (except
for non-melanotic carcinoma of the skin or carcinoma in situ of the cervix).

- Open communication of the resection cavity with the ventricular system that prevents
insertion of Gliadel or tumors that cross the midline.

- Posterior fossa or brain stem tumor.

- Concurrent severe medical illness (e.g., active infection, acute hepatitis, cardiac
arrhythmia, unstable angina, congestive heart failure, uncontrolled diabetes
mellitus, uncontrolled seizures, pulmonary insufficiency, pulmonary fibrosis,
pulmonary embolus, etc) or psychiatric illness, or abnormal laboratory values that
preclude surgical candidacy or limits expected survival to less than 12 weeks.

- Pregnant women are excluded from this study because BCNU and/or Temozolomide are
pregnancy risk D pharmaceutical agents with the potential for teratogenic or
abortifacient effects. Because there is an unknown but potential risk for adverse
events in nursing infants secondary to treatment of the mother with BCNU and/or
Temozolomide, breastfeeding should be discontinued if the mother is treated with
either of these agents. These potential risks may also apply to other agents used in
this study.

- Subjects with immune deficiency are at increased risk of lethal infections when
treated with marrow-suppressive therapy. Therefore, HIV-positive subjects receiving
combination anti-retroviral therapy are excluded from the study because of possible
pharmacokinetic interactions with BCNU or other agents administered during the study.
Appropriate studies will be undertaken in subjects receiving combination
anti-retroviral therapy when indicated.