346 Background: Lymphopenia has been associated with survival and disease progression in esophageal cancer patients treated with chemoradiation (cRT). We previously published on our posterior-only proton therapy approach that maximally spares the heart and lungs, but at the cost of increased dose to the bone marrow in the vertebral bodies (VBs). We assessed hematologic toxicity in proton (PT) and IMRT treated patients and studied dosimetric parameters associated with hematologic toxicity. Methods: 35 patients treated with PT and 46 patients treated with IMRT for esophageal cancer between 2011-2018 were analyzed. Most patients were treated concurrently with carboplatin/paclitaxel to a median dose of 50.4 Gy. Lymphocyte, neutrophil and total leukocyte values while under treatment were recorded and graded per the CTCAE v4.03 toxicity scale, and the neutrophil-to-lymphocyte ratio (NLR) was computed. Mean dose and volumes (cc) receiving 5-50 Gy were calculated for the heart and VBs. A receiver-operator characteristic analysis was performed for univariate correlation between incidence of grade ≥3 hematotoxicity and dose-volume parameters. Results: Median follow-up was 36.1 months for all patients and the overall survival at 3 years was 57.5%. The rates of grade 3 or 4 hematologic toxicity in the PT group were 37.1% (leukopenia), 22.9% (neutropenia), and 80.0% (lymphopenia) versus 41.3%, 15.2% and 87.2%, respectively, for IMRT patients. There was a significant correlation between grade 4 lymphopenia and the heart V5, V10 and V20, but no significant correlation between VB doses with any hematotoxicity. Median NLR values and heart dose were higher in the IMRT group (9.17 vs 3.86 with PT, p = 0.0048; 10.5 vs 23.5Gy, p< 0.0001, respectively). There was a correlation between survival and NLR with a hazard ratio of 1.025 (CI 1.006 - 1.044). Conclusions: Low doses to the heart mediate severe lymphopenia in esophageal cancer patients treated with cRT. These data confirm the safety of the posterior-only proton approach without concern for increased hematologic toxicity despite higher vertebral body doses compared to IMRT. They also suggest that the blood pool is more important as a source of severe lymphopenia.