To evaluate clinicopathological characteristics and prognostic factors of esophageal invading cancer of the upper third of the stomach, we analyzed retrospectively 198 patients who underwent total gastrectomy for adenocarcinoma arising from the upper third of the stomach during 1987 to 1993 at Deparment of Surgery, Yonsei University, College of Medicine and divided into two groups as esophageal invading group(n=39) and non-invading group(n=159). Esophageal invading group had larger tumor size and higher rates of serosal invasion, lymph node metastasis, liver and peritoneal metastasis than non-invading group. Therefore more advanced stage and palliative resection were observed in esophageal invading group. The 5-year survival rate of esophageal invading group(37.6%) was significantly lower than that of non-invading group(60.8%). The significant prognostic factors of esophageal invading group using Cox's proportional hazard method were lymph node metastasis and curability of gastric resection. In conclusion, esophageal invading gastric cancer had more aggressive behavior than that of non-invading group and frozen section of proximal resection margin during operation should be performed for curative resection. For some of patients with far advanced upper third gastric cancer, neoadjuvant chemotherapy, early postoperative intraperitoneal chemotherapy(EPIC) or intraperitoneal hyperthermic chemotherapy(IPHC) may provide better qualiity of life and survival benefit.