We have developed 3'-deoxy-3'-[F-18] fluorothymidine ([F-18]FLT) as an agent to image cellular proliferation with PET. Recent work has demonstrated that [F-18]FLT is stable to degradation and produces high contrast images of proliferating tissues and tumors. To increase our understanding for the use of this agent we have explored the kinetics of [F-18]FLT clearance from the blood and uptake into tissues in normal and tumor bearing dogs. The results indicate that [F-18]FLT is readily modeled in canines with a three-compartment model, with parameter k(3) representing phosphorylation by thymidine kinase. During the first 60 minutes, little loss was measured from the phosphorylated compartment, therefore parameter k(4) could not be differentiated from zero. The extraction of marrow from normal dogs was consistent with this model and demonstrated retention of phosphorylated [F-18]FLT. It is concluded that [F-18]FLT produces images of the DNA synthetic pathway by phosphorylation via thymidine kinase. This pathway can be readily modeled using a three-compartment model.