Objectives/Goals: Adolescence is a critical period where brain networks are thought to be influenced by environmental factors. This presentation examines violence exposure’s impact on brain connectivity and identifies potential protective factors. Methods/Study Population: A secondary data analysis was conducted using data from a subsample of the Adolescent Brain Cognitive Development Study (release 5.1). Youth who completed victimization questionnaires at two time points were eligible for inclusion, resulting in 2016 participants. Linear regression was utilized to analyze associations between violence exposure measured by the juvenile victimization questionnaire and functional connectivity of specified regions of interests using the Gordon functional parcellation for cortical regions and the Freesurfer parcellation for subcortical regions. Moderation analysis will be utilized to assess the effects of peer and caregiver support on the associations between violence exposure and functional connectivity, currently ongoing. Results/Anticipated Results: Between 18 and 59% of the sample reported experiencing at least one form of violence exposure, with racial differences noted in missing versus complete data. Multiple domains of violence and cumulative exposure were associated with both increased and decreased functional connectivity across within-network, between-network, and network-subcortical regions. At baseline, internet violence was linked to lower within-network connectivity, while peer victimization was associated with higher connectivity at both baseline and follow-up. Between network analysis showed lower connectivity with witnessing violence at baseline and higher connectivity with internet victimization at follow-up. Discussion/Significance of Impact: These findings emphasize the need for further exploration of the underlying mechanisms that link violence exposure to developmental trajectories and identification of protective factors such as caregiver and peer support, to inform interventions and promote resilience in affected youth.