OBJECTIVES/GOALS: During earlier periods of the pandemic, Black and Latinx populations in Michigan have suffered higher rates of infection, hospitalization, and deaths when compared to Whites. We conducted this study to understand how Black and Latinx residents perceived this disproportionate burden. METHODS/STUDY POPULATION: In 2021, 40 semi-structured interviews were conducted virtually in English or Spanish with Black (n=24) and Latinx (n=16) residents in Michigan areas highly impacted by COVID-19: Genesee, Kent, Washtenaw, and Wayne counties. Using a Community-Based Participatory Research (CBPR) approach, we partnered with leaders from 15 community-based organizations and health and human service agencies to develop research questions, an interview protocol, and to interpret the data. We used the data analysis software Dedoose (ver 4.12) for inductive coding (IRR=0.81). This study is a part of the NIH Community Engagement Alliance (CEAL) Against COVID-19 initiative. RESULTS/ANTICIPATED RESULTS: Participants described the significant impact of the pandemic in terms of physical and mental health, job security, and the sheer number of deaths among loved ones. They attributed the impact to comorbidities and social determinants of health disparities exacerbated by the pandemic, including income, housing, access to healthcare, as well as systemic racism. They noted being overrepresented among frontline workers with higher exposure to COVID-19, limited or misinformation about the virus, language barriers, and difficulty with social distancing. Cultural norms that promote being in close proximity, such as intergenerational households, and loss of trusted community leaders were also noted. DISCUSSION/SIGNIFICANCE: Findings reflect the needs of Black and Latinx community members in Michigan and the discussions they feel are important to highlight. We must work strategically with partners and the community to provide transparency and effective leadership, and prioritize addressing systemic disparities in SDoH.