Project Abstract There is significant unmet need among seriously ill patients and gaps in quality of communication with health care providers, which are particularly pronounced among historically underserved populations, including patients of racial/ethnic minorities, low socioeconomic status (SES), limited English proficiency (LEP), and those who live in rural areas who are underserved in health care. For patients suffering from serious illness, palliative care provides expert pain and symptom management and planning for end-of-life care. In particular, palliative care offered via telehealth may improve access to outpatient palliative care services, which are predominantly offered in large academic medical centers in metropolitan areas. Despite an increase in telehealth for outpatient palliative care since the beginning of the COVID-19 pandemic, little is known about the perspectives of historically underserved patients on modality of palliative care and how communication may be impacted by a virtual mode of delivery for these patients who already experience inequities in receipt of goal-concordant care. In this prospective cohort study, we will enroll a cohort of adult patients referred to outpatient palliative care who are of low SES, non-White, LEP, or rurally-residing communities to compare care experiences of in-person versus tele-palliative care visits provided to historically underserved patients and their caregivers and understand the nuances around their needs and preferences for modality of care. Using mixed methods we will 1) evaluate both patient- and caregiver-reported experience with in-person and tele- palliative care over time using patient and caregiver-specific surveys and in-depth interviews with patients and caregivers; 2) compare communication quality and use of recommended communication processes between in- person and tele-palliative care using an analysis of recorded in-person and telehealth visits; and 3) examine perspectives of in-person visits versus tele-palliative care including perceived barriers and facilitators to both modes of delivery using qualitative interviews with palliative care providers. The proposed research will improve understanding of the experiences of historically underserved patients and their family caregivers to address issues around mode of delivery of palliative care. Findings will provide a roadmap for health systems to improve patient-provider communication and identify strategies to promote cultural competence to improve experience and overall quality of palliative care delivered both in person and via telehealth.