PROJECT SUMMARY The goal of the current Phase II project is definitively evaluate the efficacy of a computerized cognitive training program (rSTATE) designed to improve sleep regulation and brain health and extend functional independence in older adults with insomnia. Nearly half of all adults over age sixty suffer disruptions in sleep that increase as a function of age. Nearly one third meet criteria for chronic insomnia, resulting in poor quality of life and increased risk of depression. Notably, cognitive decline in older adults with insomnia exceeds that observed in normal healthy aging. In addition to the obvious health and quality-of-life ramifications of late life insomnia, there are high economic costs. Thus, implementing scalable interventions to prevent functional dependence and cognitive impairment is of critical importance to overall public health. Here, we propose to evaluate a novel intervention that improve sleep, cognitive deficits and bolster functional abilities in patients with insomnia. Our preliminary data is among the first evidence to demonstrate that a neuroplasticity-based intervention has ‘real-world’ benefits and the potential to be a highly-scalable form of computerized cognitive training for providing protection against insomnia. At the completion of this project we will have outcomes data sufficient to support a compelling submission to the FDA for clearance as a medical device indicated for the treatment of insomnia.