1519 Background: Although risk-reducing salpingo-oophorectomy (RRSO) is a standard management option for women with BRCA1/2 mutations, the lack of large, prospective cohort studies makes estimating the prevalence of cancer at RRSO problematic. Methods: GOG-199 is a large, non-randomized multi-center trial which enrolled women at high-risk (due to BRCA mutations or strong family history) of ovarian cancer, comparing surgery at enrollment with serial transvaginal ultrasound and CA-125 screening. RRSO specimens were processed according to a standardized tissue processing protocol including 2-3mm sectioning of both ovaries and tubes. Results: 2,605 participants were accrued to GOG-199. Of the 1 030 enrolled in the baseline RRSO cohort, 28 were ineligible and 36 declined surgery after enrollment, resulting in 966 baseline RRSO. Pathology review demonstrated 4 tubal intraepithelial carcinoma and 20 serous pelvic cancers, of which 12 were identified only microscopically. Among the 20 serous cancers, the predominant or exclusive site of involvement was ovary in 10, fallopian tube in 5, and peritoneum in 5 cases. In addition, 6 endometrial cancers (among the 515 undergoing concomitant hysterectomy) and 3 adenocarcinomas suggestive of metastasis were identified. The serous pelvic cancer prevalence was: entire cohort=2.1% (20/966), all BRCA mutation carriers=3.2 (18/558), BRCA1 mutation carriers=3.7% (12/325), BRCA2 mutation carriers=2.6% (6/231), and mutation-negative=0.5% (2/402). Compared to those without cancer, women with serous pelvic cancer were older at surgery (p< .001), and more often menopausal (vs pre-menopausal, p= .002), nulliparous (vs parous, p=.04) and never users of tamoxifen (vs ever users, p= .04). Serous pelvic cancers were more frequent in BRCA mutation carriers (vs no mutation, p= .004), and among carriers, more common in those with BRCA1 mutations (vs BRCA2 mutation, p= .02). Conclusions: The prevalence of serous pelvic cancers in this cohort was 3.2% among carriers vs 0.5% among the mutation-negative but with a strong family history. Our data will be useful when counseling women at increased ovarian cancer risk who are contemplating risk-reducing surgery.