Abstract: Graduate students face a stressful transition to the job market, a national mental health crisis, and ongoing racial and gender bias. The CSU Graduate School (CSU-GS) and the qCMB program are particularly concerned with decreased well-being and increased mental health issues among graduate students, which have only worsened in both frequency and severity with COVID-19. CSU's most recently analyzed National College Health Assessment Survey (NCHAS) from Fall 2019 along with a more recent CSU Graduate Student Experience Survey (CSU-GSES) from Fall 2020, after the start of COVID-19, indicated a broad need for interventions around well-being and mental health for CSU graduate students. Some students enter graduate school with existing mental health issues, while many have the potential to experience a new mental health crisis during their graduate career. Proactive intervention around building resilience and psychological well- being skills will benefit all of these students and has the added benefit of reducing the need for counseling. CSU has a number of proactive mental health and well-being resources available to graduate students but their impact is limited due to constraints on the availability of time to participate. This resulted in our conclusion that any intervention needs to be integrated within the regular requirements of graduate students to increase participation and uptake of information. Thus, our proposed intervention is to develop a well-being skills builder module for virtual delivery that is compatible with the online course delivery system used at CSU. This well- being skills builder module will be developed such that it can be included in a regular course shell with other course materials or used on its own. It will be asynchronous and self-facilitated so faculty implementing the module do not need specific mental health expertise. Participants will complete a short growth mindset and self-efficacy activity. Students will then choose an additional three components to complete. The ability to self- select relevant skills to develop will give students agency, despite the required nature of the activity, and will allow students to tailor skill development to their needs. Clear information on counseling access will be provided within the module for students who recognize a need for these services. The goals of the module are to build well-being skills proactively and encourage meaningful interaction with, and use of well-being and mental health resources as needed during the student's career. Module components will include: 1) Self- efficacy and Growth Mindset, 2) Maintaining effective communication, 3) Aligning expectations, 4) Conflict resolution, and 5) Diversity, inclusion, and belonging, along with the following components are available on Silver Cloud and already funded for use by CSU: 1) Space for Resilience, 2) Space from Stress, 3) Space for Body Image, 4) Space for Social Anxiety, 5) Space for Sleep, 6) Space from...