OBJECTIVES/GOALS: To build a multi-function health profile for older adult (>50 years) women with a history of incarceration; explore group differences by age [45-54, 55-64, 65+], race, and length of incarceration; compare with age-matched control with no history of incarceration; and identify relative contribution of life course risk and asset factors. METHODS/STUDY POPULATION: We will analyze data from the Health and Retirement Survey (HRS) (UMichigan Institute of Social Research). The sample: women >50 years who took the leave-behind psychosocial questionnaire. The sample includes women with history of incarceration (n = 118; 2.93%) and (n = 115; 2.55%), respectively, and in the control n = 4,021 women (2012) and n = 4,114 women (2014). We will use descriptive statistics to profile physical, functional, cognitive, and social health; bivariable tests to compare groups on age-related morbidity, multimorbidity, frailty, and 4-year mortality risk; measure within group differences by age strata and race; estimate GLMs for effects of life course risk on dependent variables in and between groups; and if data permit, test direct mediation by life course risks and indirect by life course assets. RESULTS/ANTICIPATED RESULTS: Our results will characterize health in 4 health domains of women over 50 who have a history of incarceration. In bivariable analysis, we expect significant differences between groups on the dependent variables. Based on previous study using this data set, life course and accumulated stress theory, and our own previous research, we hypothesize that women with incarceration history will have more and earlier cardiovascular disease, stroke, and multimorbidity, higher 4-year mortality risk, and more and earlier cognitive impairment. We anticipate significant contributors to aging-related health outcomes to include childhood challenge and trauma history and, for Black women, perceived racial discrimination. We anticipate education and social support will partially mediate relationships. DISCUSSION/SIGNIFICANCE: The CHARMS findings, based on large-sample, representative, longitudinal HRS survey data, will contribute a profile of multi-function health status, risk, and assets in older women with CLS involvement. The much-needed characterization of aging in the group will set the stage for future interventional study to guide shifts in clinical practice.