552 Background: nCRT is commonly employed in advanced or distal RA, with validated associations between tumor response and disease control; however, the identification of patients likely to respond remains elusive. The present investigation seeks to determine whether absolute CEA levels and changes during treatment are associated with pathologic complete response (pCR), freedom from failure (FFF), disease specific survival (DSS), and overall survival (OS). Methods: Retrospective analysis of clinicopathologic and treatment factor association with outcomes. Eligible patients underwent nCRT followed by mesorectal resection; patients with pre-nCRT evidence of metastasis or who did not undergo resection were excluded. CEA levels were recorded at 3 times: pre-nCRT (C1), post-nCRT/pre-op (C2), and post-op (C3; < 45 days of surgery, or < 225 days if post-op C given). Univariate analysis was performed to identify clinicopathologic factor association with pCR, FFF, DSS, and OS. The absolute and relative changes in interval CEA levels were computed and included as factors in the analysis. Results: From 2003-11, 71 patients were eligible. At median follow-up of 57 months (range, 5-124), 20 patients had RA recurrence and 25 had died (19 recurrent). nCRT resulted in pCR for 19 patients (27%), which was associated with DSS (p = 0.04). The estimated 5-year FFF, DSS, and OS for the entire population were 69%, 77%, and 72%, respectively. Clinical and pathologic N-stage, nodal ratio, ypTNM stage, and stage migration post-CRT were significantly associated with FFF, DSS, and OS. The relative change from C1 to C2 was significantly associated with pCR (exp(b); p = 0.031). Absolute C3 was associated with FFF (1.091; 0.001), DSS (1.183; 0.018), and OS (1.092; 0.002); however, absolute and relative changes at C2 and C3 as compared with C1 did not demonstrate associations with disease control or survival endpoints. Conclusions: Within the present study, changes in CEA levels following CRT were associated with pCR. Additionally, initial post-op CEA demonstrated associations with disease control and survival endpoints.