15602 Background: In an IRB approved, non-randomized phase II study, we investigated treatment for esophageal carcinoma patients (pts) consisting of neoadjuvant chemo-radiation, esophago-gastrectomy, then adjuvant chemotherapy. Methods: Patients had adenocarcinoma or squamous cell carcinoma of mid or distal esophagus and/or regional nodes potentially resectable for cure, with no prior treatment, >18 years old, adequate end-organ function, and ECOG-PS 0–2. The treatment plan had 3 phases: 1) Following endoscopic ultrasonography (EUS) and Positron Emission Tomography (PET) scan, neoadjuvant treatment with radiation therapy (3 weeks, 4500cGy), concomitant 5-Fluorouracil (5-FU) 225 mg/m2/day continuous IV infusion was given. 2) Then restaging with EUS and PET scan followed by esophago-gastrectomy. 3) Post-op, pts received 6 cycles of adjuvant carboplatin (AUC 6), paclitaxel (200 mg/m2) on day 1 and 5-FU (225 mg/m2/day) for 7 days on a 28 day cycle. Overall survival, disease-free survival and survival post-resection were calculated. Results: 26 pts were enrolled, 3 were inevaluable. Pre-treatment, of the 23 pts, 10 pts (44%) had stage III disease, 6 pts (26%) had stage IIB, 3 pts (13%) had stage IIA and 4 pts (17%) had PET scan but no EUS (insurance denial). 22 of 23 pts had adenocarcinoma and only 1 pt had squamous cell carcinoma of esophagus. Post-radiation, 4 pts (17%) developed distant metastases. The remaining 19 pts had esophago-gastrectomy with clear margins. 9 of those 19 pts (47%) had adjuvant chemotherapy, 5 completing all 6 cycles. There were no toxic deaths. Time (median # weeks, range): Diagnosis to chemo-radiation = 5 weeks (2–8) Diagnosis to Surgery = 13 weeks (10–21) Surgery to adjuvant chemotherapy = 7 weeks (5–17) Survival (median # months): Overall survival (N=23) = 21.6 months Disease-Free survival (N=19) = 19.3 months Overall survival post-resection (N=19) = 46 months. Conclusions: This combined modality treatment achieved excellent survival of 46 months after surgery for pts with predominantly stage III and IIB esophageal adenocarcinoma. The treatment was well tolerated. No significant financial relationships to disclose.