Abstract The BIRCWH program at the University of Kentucky (UK) has been extremely successful in creating a research environment to prepare early career scientists with necessary skills to become independent NIH-supported researchers dedicated to improving women’s health. This supplement will continue the training of a 4th BIRCWH scholar, Dr. Laneshia Conner who is from an underrepresented racial minority group, with the goal of developing research skills necessary to become an independent researcher engaged in intervention development for older Black women in real world settings. HIV remains a major public health issue, with adults aged 50 and older experiencing an increase in HIV diagnoses over the past two decades, and, 82% of HIV infections transmitted through heterosexual contact. Black women continue to be disproportionately impacted by HIV, making up less than 15% of the female population yet accounting for half of new HIV infections in women in the U.S. Older Black women are often overlooked when it comes to HIV prevention services, due to ageism and stigma about high-risk behaviors among older adults, and lack of an empirical base about older Black women. Dr. Conner will continue to acquire skills to launch her research program in three areas: intervention development, developing sustainable community programs for older adults, and expanding methodological skills for a future RCT research. The proposed project will develop a culturally relevant Woman 2 Woman (W2W) intervention that has been adapted to address unique gaps in HIV prevention that target older Black women and provide data on the feasibility and acceptability of the intervention in addition to the measuring behavioral and knowledge outcomes. Working with two low-income housing complexes for adults over the age of 50, older Black women will be recruited to participate in a multisession, group-level behavioral intervention adapted to address both physiological risk as well as low perception of risk. High unknown serostatus suggest that HIV prevalence may be higher than reported among older adults. Implementation, assessment procedures, and protocols will inform a subsequent full-scale randomized clinical trial. The objective of this innovative project is to develop and test the feasibility, acceptability, usability, and preliminary efficacy of Woman to Woman (W2W) using a mixed methods approach. Specific aims are: (1) Adapt the group-level intervention (W2W) focused on reducing HIV risk and increasing decision making skills in older Black women to include reproductive health histories in exploring the impact on sexual decision making and risk behaviors, and (2) Conduct a pilot study of the revised W2W intervention in two community sites to evaluate acceptability and feasibility.