Abstract Background: Detection of high number of CTCs (>5) before initiation of first-line therapy in patients with metastatic breast cancer is associated with shorter progression free survival and overall survival. The most widely used method is CellSearch (Veridex, Raritan, NJ). It relies on immunomagnetic capture of CTCs, using antibodies against the epithelial cell adhesion molecule (EpCAM). Although the US Food and Drug Administration approved CellSearch assay for clinical use. In addition to isolation and enumeration, a promising area of research is genomic CTCs characterization which entails phenotyping and molecular expression profiling of CTC subsets consisting of those of epithelial origin (CTC-Epi), others undergoing epithelial to mesenchymal transition (CTC-EMT), or expressing cancer stem cell-like phenotype (CTC-CSC; CD44+ CD24low, ALDH+), respectively. EMT is a molecular process to acquire the traits needed to execute the multiple steps of metastasis. Through the EMT process, epithelial cells lose cell-cell contacts and cell polarity, downregulate epithelial-associated genes, acquire mesenchymal gene expression and undergo major changes in their cytoskeleton. Currently, a CTC detection kit is available to detect CTCs expressing EMT-associated genes by semiquantitative RT-PCR (Adna EMT2/Stem Cell test). EMT will be detected by measuring EMT-inducing transcription factors such as TWIST1, SNAIL1, SLUG, ZEB1 and FOXC2) by RT-PCR Objectives. Primary objective: To investigate if activated pathways in CTCs are correlated with clinical outcome of patient with stage III breast cancer. Secondary objective: To prospectively determine if assessment of the pathways profiling in CTCs can be used to stratify NED breast cancer patients Patients Eligibility: Inclusion: histologically confirmed invasive breast cancer (any subtype), clinical stage III, no evidence of distant metastasis by PET-CT or CT scan of chest and abdomen, and body scan, age 18 years or older, pts must be scheduled to start neoadjuvant/adjuvant therapy, ECOG PS 0-2. Pts must sign a written informed consent. Exclusion: distant metastasis, investigational therapy, prior history of other malignancies within the last 2 years, except non-melanoma skin cancer. This study (PA12-0097) was approved by IRB of UT MD Anderson Cancer Center. Trial Design. This is a pilot, international, multicenter, prospective, blood sample collection from 200 patients with clinical or pathologic stage III breast cancer. Statistical Analysis: This study is a 7-year study (84 months). Pts will be classified as to the presence [negative (neg) vs. positive (pos)] of CTC and as to the expression of a biomarker (neg vs. pos). The primary endpoint of the study is breast cancer recurrence. Time to recurrence curves for the four breast cancer patient groups (neg/neg, neg/pos, pos/neg, or pos/pos) will be estimated using the Kaplan-Meier method and differences in the recurrence rates will be evaluated by the log-rank test at the end of the study (84 months). The confidence intervals for the quantiles of the recurrence distribution will be based on the sign test as described by Brookmeyer and Crowley. Citation Format: Alvarez RH, Gao H, Ensor JE, Gomez HL, Ruiz-Garcia EB, Arce C, Sun H, Willey JS, Ueno NT, Valero V, Reuben JM. Pilot study of prognostic utility of circulating tumor cells (CTCs) assessed by AdnaGen technology and clinical outcome of patients with stage III breast cancer who completed locoregional and systemic treatment. [abstract]. In: Proceedings of the Thirty-Eighth Annual CTRC-AACR San Antonio Breast Cancer Symposium: 2015 Dec 8-12; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2016;76(4 Suppl):Abstract nr OT1-02-01.