Mast cell tumor manifests as a localized proliferation of mast cells in the skin, or less frequently as a systemic disorder, which may be accompanied by the presence of neoplastic mast cells in the peripheral blood (mastocythemia). In some cases, the neoplastic circulating mast cells originate in the bone marrow, designated as mast cell leukemia, rarely observed in dogs, or the cells may arise from visceral mast cell tumors, characterizing systemic mastocytosis. The aim of this report was to describe a case of a six-year-old female German shepherd dog presenting with history of anorexia, hematemesis and diarrhea. The blood work revealed intense mastocythemia (43%), with degranulated mast cells, and anisocytosis. At necropsy, white nodular lesions in the thymic region and an infiltrative mass in mesenteric and abdominal lymph nodes were observed. Those lymph nodes were enlarged and off-white. Histopathological examination revealed neoplastic mast cells in the liver, spleen, lymph nodes, kidneys, lungs, gastric and enteric mucosae, and adrenal glands. The clinical, hematological and histopathological findings were compatible with mastocythemia, associated with a moderately differentiated visceral mast cell tumor.