Anxiety can be measured in various ways. State anxiety is temporary and is sensitive to change. Our study aims to characterize the reasons for anxiety among women presenting for their initial gynecology visit, to measure the change in state anxiety after the visit, and to correlate anxiety improvement with visit satisfaction. New patients presenting to our tertiary Benign Gynecology clinic were invited to participate. Participants were asked to list their pre-visit anxieties and completed pre- and post-visit questionnaires. Pre-visit questionnaires included the Generalized Anxiety Disorder-7 (GAD-7), the Spielberg State Trait Anxiety Inventory (STAI-Y6), the Pain Catastrophizing Scale (PCS), Pain Disability Index (PDI) and Visual Analogue Scale (VAS). Post-visit questionnaires included the STAI-Y6, Patient Global Impression of Improvement (PGI-I) of participant anxiety, visit satisfaction, and the participant’s perception of how their anxiety was addressed. Providers were blinded to responses on the pre- and post-visit questionnaires. Anxieties listed by participants were reviewed and categorized independently by 2 of the authors (AR and TP). 40 women, primarily white (45%), with a median age of 43 years (SD 14.82) were enrolled. Those who were seen for a problem visit (55%) were older than those seen for a preventative visit (37 years vs. 47 years; p=.02). 60% of participants had not seen a gynecologist before and only 1 participant had a known anxiety diagnosis. The average pre-visit STAI score was 40.42 (SD = 14.93), with similar scores observed between those seen for a preventative visit and those seen for a problem visit. Pre-visit STAI scores increased with increasing GAD (Pearson r = 0.57, p<.001), PDI (Pearson r=0.43, p= .005) and PCS scores (Pearson r=0.53, p<.001). Pre-visit STAI score decreased by 9.83 points after the visit (Figure 1). The most reported causes for visit-related anxiety were related to: diagnosis, treatment and personal issues. Post-visit improvement in state anxiety was associated with improvement in PGI-I as those who reported the largest improvement in PGI-I scores had the largest improvement in STAI scores (p = .03). Changes in state anxiety were not associated with visit satisfaction, participant’s perception that anxiety was addressed during visit, visit diagnosis, GAD, PCS, PDI, or VAS scores. Women experience high level of state anxiety prior to their initial gynecology visit, especially those with generalized anxiety (GAD) or high PCS scores. All participants had significant improvement in state anxiety after the visit, regardless of visit satisfaction, participant’s perception of how anxiety was addressed, or measures of generalized anxiety or pain.