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A399Objectives: Whilst the cost-effectiveness of everolimus + exemestane (EVE+EXE) versus placebo + exemestane (PBO+EXE) in patients with ER+ HER2-metastatic breast cancer has been demonstrated elsewhere, this is the first analysis to assess the implications for health spending at a population level. MethOds: The model uses a cumulative cohort approach, allowing incident patients to enter the model each year over a five-year period. The incident population was based on several factors: (i) the female population aged > 15 years; (ii) the proportion of those women with advanced invasive breast cancer; (iii) the proportion who are post-menopausal; (iv) the proportion who are hormone receptor positive; (v) the proportion who are HER2-; (vi) the proportion with asymptomatic visceral disease, and (vii) the proportion for whom hormonal therapy is appropriate. Finally, the cohort was filtered to show those who had previously relapsed or progressed on NSAI. 'Per patient' treatment and adverse event costs were generated based on treatment-specific progression-free survival curves, and multiplied by the number of patients expected to receive each treatment according to market share data and likely uptake rates. An incremental analysis was performed, where two scenarios were compared: (i) a world without EVE+EXE, and (ii) a world with EVE+EXE. Results: It is expected that a total of 1,052 patients will be eligible to receive EVE+EXE over a five-year period. In a 'world without EVE+EXE', the total five year cost was estimated as £1,652,904. Assuming an annual uptake rate of 10%, in a 'world with EVE+EXE' the total cost over the same period was expected to be £2,271,606. Therefore, the incremental cost associated with the introduction of EVE+EXE in England and Wales is £618,702 over five years. cOnclusiOns: EVE+EXE was associated with modest increased health care costs but has, separately, been demonstrated to lead to incremental health benefits compared with other treatments.