OBJECTIVES/GOALS: Black women participate in the least amount of physical activity in the U.S., and determining methods to increase motivation and consistent exercise are warranted. Purpose: This study assessed differences in psychological and behavioral outcomes in young Black women in a culturally-tailored and theory-based resistance exercise (RE) study. METHODS/STUDY POPULATION: Women (M= 22.7 ± 3.6y) were randomized to the standard exercise group (SEG; n= 6) or motivational exercise group (MEG; n= 8), and completed 10 weeks of RE with a Black woman trainer and 11 weeks of unsupervised RE. The MEG discussed and received text messages about exercise education, self-regulation, autonomy, and competence. Motivation was measured by the Behavioral Regulation in Exercise Questionnaire-3, the Physical Activity Self-Regulation Scale-12 measured self-regulation, and the Basic Psychological Needs in Exercise Scale measured competence, autonomy, and relatedness. Adherence was calculated as # of completed/total sessions, and retention was the percent of women who completed ≥2 days/week of unsupervised RE. An ANOVA and Bonferroni post hoc analyses were used to determine significant findings. RESULTS/ANTICIPATED RESULTS: Significant time effects were found for intrinsic motivation (Λ = .691, F [11, 2]= 17.494, p< .001), basic psychological needs (Λ = .951, F [11, 2]= 22.691, p< .001), and self-regulation (Λ = .881, F [10, 2]= 40.942, p< .001), but no main interactions. Significant increases occurred from pre-testing to 3-mo follow-up for intrinsic motivation (pre: 1.80 ± .90 vs 3mo: 2.71 ± .63, p= .002), competence (pre: 1.98 ± .93 vs 3mo: 3.55±.81, p< .001), autonomy (pre: 2.14 ± .75 vs 3mo: 3.81 ± .74, p< .001) relatedness (pre: 2.78±1.60 vs 3mo: 4.32 ± .58, p< .001), and self-regulation (pre: 18.4 ± 2.88 vs 3mo: 33.79 ± 3.11, p< .001). Adherence rates for both groups were 93%. Retention rates were 33% for SEG and 25% for MEG. MEG had 38% complete RE 1 day/week opposed to none in SEG. DISCUSSION/SIGNIFICANCE: Ten weeks of culturally-tailored, supervised RE showed efficacy in significantly increasing motivation and behavioral practices to help sustain exercise. Future research should further explore strategies to use during unsupervised training to help increase exercise adherence in young Black women.