6615 Background: Prior research suggests that receipt of genetic testing to assess risk of disease in patients or their families is not limited to those who meet high-risk criteria (i.e., diagnosed at young age &/or with strong family history). There is little research from large population-based samples describing patterns and correlates of genetic testing receipt or reasons why patients undergo testing. Methods: We surveyed 2290 women newly diagnosed with breast cancer reported to the Detroit & Los Angeles SEER registries from 6/05-2/07. We merged these data to SEER and re-surveyed them again approximately 4 years later (n=1536). The primary outcomes were patient reports of a strong desire for genetic testing, participation in a discussion about genetic testing, and receipt of genetic testing. We also evaluated patient reports of reasons for getting tested. We compared dependent and independent factors using chi-square tests and used logistic regression to evaluate correlates of each outcome. Results: One third (33.9%) reported a strong desire to be tested, of whom 54% discussed testing with a health professional, & 46% were tested. A strong desire to be tested was associated with younger age (F=32.03, P<0.001), minority race (F=62.5, P<0.001), family history of breast &/or ovarian cancer (F=18.5, P<0.001) and worry about recurrence (OR: 1.8; 95% CI: 1.3-2.6). Overall, 19.3% were tested. Test receipt was significantly associated with younger age (F=26.8, P<0.001), higher education (OR: 1.8; 95% CI:1.13-2.71), and family history (F=25.1, P<0.001). Of those tested, reasons included: physician recommendation (61.8%), wanting more information about one’s own health (51.8%), wanting more information for family (54.2%), and family desire (13.6%). 7.8% of those not tested indicated it was because of the expense. Conclusions: Many women have a strong desire for genetic testing after diagnosis of breast cancer but often do not discuss testing with professionals. Desire for testing was correlated with pertinent clinical factors but also non-clinical factors such as minority race and worry about recurrence. Results suggest the continued need to address patient desire for testing and selection of appropriate patients for testing.