Objectives/Goals: Originally presented at TS24, we would like to discuss follow-up outcomes and preliminary findings“Building Empowerment Through Fitness” – objectives were designed to address the “whole women” in underserved segments of the population in impoverished and/or underprivileged communities with fewer opportunities and promote economic mobility. Methods/Study Population: A qualitative study design to understand unique cultural context and challenges faced by women residing in the Birmingham Housing Authority, regarding physical activity engagement, including sedentarism. The needs assessment approach examined barriers, support systems, and social networks. Semi-structured, pre, mid, and post program focus groups explored challenges and opportunities for health, such as diet and exercise, and are being analyzed by hand with a thematic analysis. The project framework used movement, home repair tools with a life-building/life repair curriculum to influence self-efficacy and program engagement. The study enrollment included 51 women over two cohorts in a 12-week project. Results/Anticipated Results: Preliminary are results showed the women did face heightened health risks due to sedentary lifestyles, educational gaps, and socioenvironmental barriers. We incorporated tool skills, healthy lifestyles, and social/emotional focus group to explore social/emotional perceptions, concerns, and needs. Although our results were on target, there were some unexpected outcomes related to family dynamics, literacy, housing stability, and peer support. Discussion/Significance of Impact: Women are more likely to be sedentary and have poor health. BeFit served as a solution to addressing problems related to economic mobility barriers, poor health, sedentariness, and low self-esteem/self-efficacy. Additionally, exercise/movement programs can be a powerful tool to address disparities and help prioritize health.