7043 Background: Pathologic downstaging following induction chemotherapy in patients with stage III-N2 NSCLC is a well-known positive prognostic indicator. However, the predictive factors for locoregional recurrence (LRR) in these patients are largely unknown. Methods: Between 1998-2008, 153 patients with clinically or pathologically-staged III-N2 NSCLC from two cancer centers in the United States were treated with induction chemotherapy and surgery. All patients had pathologic N0-1 disease, and no one received postoperative radiotherapy. LRR were defined as disease recurrence at the surgical site, lymph nodes (levels 1-14 including supraclavicular) or both. Overall survival (OS) was calculated using the Kaplan and Meier method and comparisons were made using the log-rank test. Univariate and multivariate Cox proportional hazards model were used to assess the association of LRR and risk factors. Results: The median follow up time for survivors was 39.3 months. Baseline pretreatment N2 nodal involvement was staged by either pathologic confirmation (18.2%) or PET/CT (81.8%). Overall, the 5 year LRR rate was 30.8% (n=38), with LRR being the first site of failure in 51% (22 of 43). The 5 year OS for patients with LRR compared to those without was 21% versus 60.1%, respectively (p<0.001). Using multivariate analysis, significant predictor for LRR was pN1 versus pN0 disease at time of surgery (p<0.001, HR 3.43, 95% CI 1.80-6.56) and trended for squamous histology (p=0.072, HR 1.93, 95% CI 0.94-3.98). The 5-year LRR rate for N1 versus N0 disease was 62% versus 20%, respectively. Neither single versus multistation N2 disease (p=0.291) nor initial staging by mediastinoscopy versus PET/CT (p=0.306) were predictors for LRR. We found that N1 status was also predictive for higher distant recurrence rate (p=0.021, HR 1.91, 95% CI 1.10-3.30) but only trended for poorer OS (p=0.123, HR 1.48, 95% CI 0.90-2.44). Conclusions: LRR remains high in resected stage III-N2 NSCLC patients after induction chemotherapy and nodal downstaging, particularly in patients with persistent N1 disease. Postoperative radiotherapy may be needed for these high-risk patients.