Abstract We report here a mouse model of lymph node metastasis of stomach cancer and imaging cell cycle progression in the metastasis. FUCCI (fluorescent ubiquitination-based cell cycle indicator)-expressing human MKN45 gastric cancer cells were used to establish the lymph node metastasis nude mouse model. In this model, cell-cycle dynamics of the metastatic cells could be imaged in vivo. FUCCI cells are labeled orange in the G1 phase nuclei (monomeric Kusabira-Orange2: mKO2) and labeled green in the S/G2/M phases (monomeric Azami-Green1: mAG1). FUCCI MKN45 were injected into the mouse stomach mucosa from the serosal side. Lymph node metastasis to the para-aortic or hepatic portal region, left armpit, and brachial lymph nodes were observed. Green-yellow (G2/S) cells were predominant compared to red (G1) fluorescent FUCCI cells as observed in the lymph-node metastases using an FV1000 confocal microscope, indicating that the lymph-node metastatic cells were actively cycling. The origin of lymph node or vessel metastases was confirmed by H.E. staining. Mouse FUCCI gastric metastasis models will be used to visualize cell cycle dynamics in metastasis in lymphoid as well as hematogenous metastasis in order to optimize drug treatment. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 103rd Annual Meeting of the American Association for Cancer Research; 2012 Mar 31-Apr 4; Chicago, IL. Philadelphia (PA): AACR; Cancer Res 2012;72(8 Suppl):Abstract nr 1694. doi:1538-7445.AM2012-1694