546 Background: Women with a personal history of breast cancer have an annual incidence of 0.5–1% and a cumulative incidence from 3–20% of subsequently developing contralateral breast cancer. Despite numerous retrospective and case-control studies, risk factors related to overall (OS) and recurrence-free survival (RFS) in BBC are still being defined. The purpose of our study was to describe tumor properties, patient characteristics, and method of cancer detection for a large cohort of BBC patients, and to assess the associations of these factors with OS and RFS. Methods: A retrospective chart review was conducted of the BCMS (Breast Cancer Management System) database at MD Anderson Cancer Center. Among BBC patients, we compared primary versus contralateral tumors and synchronous versus metachronous cancers. Patient and second tumor characteristics were evaluated for an association with OS and RFS, as measured from diagnosis of the second tumor. Results: Of 11,234 primary breast cancer patients seen for an initial visit between 7/1/1997 to 12/31/2004, 771 patients (6.9%) were diagnosed with BBC. One hundred forty nine (19.3%) patients have died, and one hundred forty eight (19%) have relapsed. Stage 0 was present in 39.4% of synchronous second tumors disease versus 20.6% of metachronous second tumors (p<0.001). The 5-year OS rates based on stage of the second tumor were 87.7%, 87.7%, 69.6%, 45.1%, and 23.8% for Stages 0, I, II, III, and IV, respectively (p<0.0001). The 5-year OS rates for second tumor detection via mammogram/prophylactic mastectomy, physical exam, and self-exam were 81.6%, 70.9%, and 65.3%, respectively (p=0.01). In addition, lymphovascular invasion (LVI), nuclear grade, hormonal receptor status, and histology were significantly associated with OS and RFS (p<0.05). In a multivariable analysis, clinical stage and LVI remained significantly associated with OS (p<0.05). Conclusions: This study represents the largest single institution review of BBC. Numerous second tumor characteristics were associated with survival. The results emphasize the importance of earlier detection and improved staging for contralateral breast cancer. No significant financial relationships to disclose.