Adenoacanthoma of the stomach is a rare lesion of obscure origin. Approximately 43 anthenticated cases of primary adenoacanthoma of the stomach have been compiled since the first description made by Rolleston and Trevor in 1905. No special clinical features could be found which help to separate this unusual cell type from the usual adenocarcinoma. Three theories concerning the origin of these unusual tumors are 1) squamous cell metaplasia. 2)heterotopic islands of squamous cells, and 3) tumor cells arising from the direct stimulation of undifferentiated multipotential cells in gastric mucosa. A 37-year-old Korean male was admitted to Seoul National university Hospital because of rapid weight loss, vomiting and epigastric fullness of 3 months duration. Physical examination revealed a 47kg. weighing male, but showing essentially negative in that no abdominal masses were palpable, no lymphadenopathy was noted, and rectal examination was normal. The significant laboratory data included an upper gastrointestinal series which demonstrated an large filling defect in pyloric antrum along the greater curvature, and findings of pyloric stenosis. The resected stomach contained a polypoid, focally ulcerating neoplastic mass measuring 4 cm. in maximum cross, which is infiltrating deep into muscularis. Serosa is partly involved grossly by neoplastic tissue, and several swollen lymph nudes were encountered along the greater curvature. Microscopic examination revealed infiltrating tumor masses that are comprised partly by differentiated, focally pearl forming squamous cell nests invading into external muscularis. In areas there are atypical glandular component, with evidence of mucin production.