OBJECTIVES/GOALS: Developmental dyslexia is a common reading disability (RD) which negatively impacts academic success. To address the role of early language experience on RD, we tested if the reported differences in gray matter volume (GMV) in RD also manifests in poor readers with a bilingual language background. METHODS/STUDY POPULATION: We studied 54 Spanish-English Bilingual Typical Readers with Oral Reading Recognition Test (ORRT) scores above 100 (avg. =113 ± 10), 51 Spanish-English Bilinguals with RD with ORRT scores below 92 (avg. =84 ± 7), 54 English Monolingual Typical Readers with ORRT scores above 100 (avg. =113 ± 10) and 51 English Monolinguals with RD with ORRT scores below 92 (avg. =84 ± 7) from the Adolescent Brain & Cognitive Development Study. All groups had an average age of 12 ± 0.7 years and were matched for sex and self-ratings of English ability. Structural magnetic resonance images were analyzed using Voxel-Based Morphometry and the bilingual and monolingual groups were separately compared in two-sample t-tests (p < 0.05). RESULTS/ANTICIPATED RESULTS: Monolinguals with RD had less GMV than the Monolingual Typical Readers in the right supramarginal gyrus (Brodmanns Area (BA) 40; MNI Coordinates: 69, -27, 39) (p=0.011) similar to the right superior temporal finding reported in the existing literature. However, a comparison of Bilinguals with RD and Bilingual Typical Readers did not show any GMV differences in superior temporal regions. Instead, our Bilinguals with RD had less GMV compared to the Spanish-English Bilingual Typical Readers in the right superior frontal gyrus (BA 11; MNI Coordinates: 21, 44, -24) extending to the middle frontal gyrus (BA 10) (p = 0.014). DISCUSSION/SIGNIFICANCE: Our findings suggest that the neuroanatomical bases of RD in Spanish-English Bilingual children are not the same as those observed for monolinguals, and biological models developed in monolinguals cannot be generalized. This has implications for diagnoses and treatment of RD in bilinguals.