1528 Background: Women with breast cancer have an increased risk of developing contralateral breast cancer in their lifetime. Thus increasing numbers of women have been electing to undergo contralateral prophylactic mastectomy (CPM) at the time of their initial breast cancer treatment. The objective of this study was to identify factors that determine the decision for CPM in patients at a major cancer center. Methods: 2,544 women with Stage 0-III unilateral primary breast cancer who underwent surgery to the breast at our institution from January 2000 to August 2006 were identified from a prospectively maintained database. Patient and tumor characteristics were evaluated and comparisons were made between patients who did or did not undergo CPM using logistic regression. Results: Of the 2,544 patients, 1254 (49.3%) underwent total mastectomy for their known cancer; 282 (22.5%) of these patients underwent immediate or delayed CPM. Overall, 171 patients (6.7%) had genetic testing; and the use of testing increased in the latter years of the study (3.% in 2000–2002 vs. 8.2% in 2003–2006, p<.0001). 49 of 171 patients had genetic testing prior to surgery. 10 had a deleterious BRCA1/2 mutation, 9 of whom had a CPM (p=.002). 14 patients without a mutation also had a CPM. Multivariate analysis revealed factors associated with use of CPM were: age younger than 50, white race, family history of breast cancer, higher clinical tumor stage, invasive lobular histology, and use of reconstruction (Table). Conclusions: Both patient and tumor characteristics influence selection of CPM. Although the use of genetic testing is increasing, most women elect to undergo CPM without having genetic testing. Evidence-driven models are needed to better inform women of their absolute risk of contralateral breast cancer as well as competing risk from their primary breast cancer in order to empower them in their active-decision-making. [Table: see text] No significant financial relationships to disclose.