A 60-year-old man presented with a one-week history of fatigue and bilateral lower extremity pain. Physical examination was normal. Work up revealed anemia (hemoglobin 8.4 g/dL), WBC 4.2 K/uL, platelets 55 K/uL, MCV 83 fL and PSA levels 1872 ng/L. Peripheral blood smear showed normocytic, normochromic anemia and thrombocytopenia. Atypical cells with irregular nuclear contour were also noted (A) and blasts or dysplasia was absent. MRI spine showed severe lumbar spinal canal narrowing and compression of the cauda equina nerve roots. CT scan showed pelvic/retroperitoneal lymphadenopathy and pleural effusions. Tc 99 m-labeled bone scan confirmed diffuse bone metastases. Bone marrow (BM) touch preparation demonstrated clusters of atypical cells with hyperchromatic nuclei (B). BM was replaced by atypical cells (C). The large atypical cells were positive for pancytokeratin and PSA (D-E). Immunophenotyping did not show any aberrant B or T cells.A diagnosis of carcinocythemia (carcinoma cell leukemia) 1,2 due to disseminated prostate cancer was rendered. The patient was treated with a combination of radiation therapy, systemic anti-androgen therapy, and had remarkable improvement in his clinical symptoms, anemia, and pancytopenia. Dissemination of prostate cancer in