CASE PRESENTATION: A 76-year-old male with a 30-pack-year smoking history was referred to our hospital for weakness of 1-month duration, epistaxis and mucosal bleeding. Initial labs presented: hemoglobin 3.6 mg/dL, eosinophilia, high ferritin and normal B12 and folate. Physical exam was notable for a thin, pale man with a bounding pulse and conjunctival pallor. Bone marrow biopsy revealed a hypercellular marrow, marked myeloid hyperplasia, eosinophilia, increased blasts and erythroid and megakaryocyte hypoplasia. Core bone marrow biopsy FISH resulted in trisomy 8, gain of function mutation in the FGFR1 (fibroblast growth factor receptor 1) and translocation 8p21. A CT scan of the chest revealed a left lung mass with an enlarged hilar lymph node. Endobronchial biopsy confirmed limited stage SCLC. He began treatment for SCLC with cisplatin and etoposide. Chemotherapy induced pancytopenia was complicated by neutropenic fever and the patient was unable to tolerate further chemotherapy for SCLC. He was initiated on Azacitidine for MDS and discharged to rehab. On follow up, his MDS is improving with normal WBC and platelet counts, but persistent anemia requiring transfusions. The SCLC lesion and lymph node increased in size and a recent CT chest demonstrates an additional spiculated lesion.