Background: Stage IIIA non-small cell lung (NSCLC) from N2 disease is common, but represents a heterogeneous group of patients. Predictors of who completes their neoadjuvant chemoradiotherapy and undergoes subsequent surgical resection are unknown. Methods: This retrospective cohort study used a prospective database. Patients who had biopsy-proven, nonbulky N2 disease underwent neoadjuvant chemoradiotherapy and were restaged or resected, or both. Results: There were 402 patients, and 326 (81%) completed their neoadjuvant therapy. Only 198 (50%) returned for definitive pathologic restaging, and 149 (37%) underwent thoracotomy for attempted resection. Predictors of who returned to the surgical arena were age (< 70), multiple node involvement, and response to neoadjuvant therapy. The 5-year survival was 8% for the 253 patients who did not return for restaging but was 47% for the 149 patients who underwent thoracotomy (p < 0.001). The 5-year survival for selected subgroups of patients who underwent complete resection was 42% for the 14 patients who had unsuspected recalcitrant N2 disease, 49% for the 65 patients who had a partial response, and 53% for the 34 patients who had a complete response. Conclusions: Only 37% of patients with favorable, nonbulky, biopsy-proven N2 disease actually complete their neoadjuvant therapy, undergo restaging, and then return for attempted resection. Only 28% undergo complete resection. However, in this highly selected subset of patients, the 5-year survival is 47% or better if partial or complete pathologic response is achieved. Therefore, surgical resection remains a viable treatment for selected patients with favorable N2 NSCLC. © 2008 The Society of Thoracic Surgeons.