Objective: Lung cancer is the leading cause of cancer-related mortality in the world.Metastasis remains the overwhelming cause of death for 80-90% of lung cancer patients.However, there is no in vitro model to explore the regulation and the molecules that control the metastasis of lung cancer, especially early metastasis to lymph node.Methods: We established a paired human lung adenocarcinoma cell lines from primary tumor site (named DC cells) and metastatic paratracheal lymph nodes (named DL cells) and examined their growth and metastatic patterns in nude mice.Results: The two cell lines have different biological characteristics with the DC cells growing easily in clumps while the DL cells growing scatterlier.The detection of the human D1S80 and D17S30 VNTR locus verified the DC and DL cell lines were from the same patient.Microarray analysis revealed 232 upregulated probe sets and 739 downregulated probe sets in DL cell line compared to that of the DC cell line.We selected 32 metastasis-related genes and screened the expression of those genes in 10-paired human NSCLC primary lung cancer tissues and matched metastatic lymph nodes tissues by real-time PCR.Our results demonstrated the up-regulation of RGS7, and VNN2 in 8 out of 10 metastatic lymph node tissues and of PECAM1, VNN1, and CLIC2 in 7 out of 10metastatic lymph node tissues respectively.On the other hand, down-regulation of CEACAM6 was seen in 8 of 10 metastasis lymph node tissues and of PIAS3 in 7 out of 10metastatic lymph nodes respectively.Our migration and invasion assays in other lung cancer cell lines revealed that changes in the expression of the CLIC2, PECAM1, RAB38, BCL9 and RGS7 genes affected the lung cancer cell migration ability in vitro.Finally, our immunohistochemistry study in additional patient samples demonstrated the down-regulation of CEACAM6 and up-regulation of RGS7 and PECAM1 in the metastatic lymph nodes compared to that of the primary lung cancer tissues.Conclusion: Our in vitro and in vivo studies demonstrated that CLIC2, PECAM1, RAB38, BCL9 and RGS7 genes are dysregulated during the tumor migration to regional lymph nodes and are likely involve in the lung cancer metastasis.