Abstract Introduction: Although epidermal growth factor receptor (EGFR) targeted therapy initially proved to be effective in some lung cancer patients, emerging resistance to EGFR- tyrosine kinase inhibitor (TKI) became an urgent issue to solve. Some research has shown that cancer cells undergoing epithelial mesenchymal transition (EMT) acquired resistance to EGFR-TKI, though the underlying mechanism remains unknown. Our preliminary study in non-small cell lung cancer (NSCLC) cell lines showed that G-protein coupled chemokine receptor CXCR4 could activate both p-AKT and p-ERK pathways, which have been reported to induce EMT. In this study, we hypothesize that CXCR4 may be an alternative route for cancer cells to bypass EGFR to activate the downstream pathway under an EMT phenotype. Methods: Immunohistochemistry (IHC) was used to detect the expressions of CXCR4, p-AKT, p-ERK, and E-cadherin in 94 clinical NSCLC samples and a weighted index (WI = % expression x intensity score) was used to quantify the expression level of these markers. Western blot was used to detect the expression of CXCR4 and activation of its downstream pathways in NSCLC cell lines. Results: CXCR4 was detected in 98.9% (93/94) of lung cancer samples, however, of greater interest were the 3 distinctive expression patterns for CXCR4 including cytoplasmic, nuclear, and cytoplasmic/nuclear expressions. Since it seems unreasonable to see a transmembrane receptor located in nuclei, we confirmed nuclear localization of CXCR4 by western blot using nuclear extractions from NSCLC cell lines. Furthermore, we evaluated the correlation of different locations of CXCR4 with p-AKT, p-ERK, and E-cadherin by ANOVA statistical analysis. The result showed the expression level of p-AKT and p-ERK are both significantly higher (p=0.004 and p=0.014, respectively) in CXCR4 cytoplasmic and cytoplasmic/nuclear localization groups than those in CXCR4 nuclear localization group. The expression level of E-cadherin in the CXCR4 cytoplasmic and cytoplasmic/nuclear localization groups was also significantly lower (p=0.021) than that in CXCR4 nuclear staining group. Conclusions: Our data suggested that cytoplasmic CXCR4 may contribute to activation of AKT and ERK signaling pathways under EMT, while nuclear localization of CXCR4 may be an inactive form. The functional cytoplasmic CXCR4 may contribute to EGFR-TKI resistance by offering an alternative pathway for tumors to maintain progression. (Supported by grants from NIH R21 CA125062, DOD W81XWH-07-1-0306 Project 5 to ZGC, and GCC Distinguished Scholar Award to ZGC and DMS). Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 101st Annual Meeting of the American Association for Cancer Research; 2010 Apr 17-21; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2010;70(8 Suppl):Abstract nr 4119.