3044 Background: Inflammatory breast cancer (IBC) is known to recur more frequently than non-IBC after pathologic complete response (pCR). The presence of circulating tumor cells (CTCs), a marker of molecular residual disease (MRD), has been associated with higher likelihood of metastasis. We sought to characterize CTCs and its relationship with pCR in IBC patients. Methods: Patients diagnosed with IBC were enrolled in a prospective registry from 2005-2022. Serial blood draws were performed before, during, and after neoadjuvant systemic therapy (NST), and 6-months and 1-year post-surgery. CTCs were enumerated using CellSearch™. Patients with ≥ 1 CTC at any timepoint in the post-operative period were included in the positive CTC cohort. T-tests, one-way ANOVA, and chi-squared tests were used to compare differences between groups. Kaplan-Meier analysis was used for survival outcomes. Results: A total of 112 patients were included. The median age of diagnosis was 50.5 years (IQR 17) and BMI was 29.3 kg/m2 (IQR 11.3). Patients were predominantly White (85, 75.9%) with clinical stage IIIB-C (94, 84.9%), node-positive (107, 95.5%), and HER2-negative (66, 59.0%) disease. Almost all patients (109, 97.3%) received trimodality therapy – NST, modified radical mastectomy, and adjuvant radiation. At a median follow-up period of 7.1 years (95% CI: 4.7-9.4), the overall survival (OS) rate was 72.3%. Baseline CTC positivity rate was 61.8% (42/68). More than half of the patients (61, 54.5%) had a positive CTC at some point in the post-operative surveillance period. Among the 39 patients who achieved pCR (34.8%), 15 (38.5%) had positive CTCs during follow-up. There were no differences in age, BMI, menopause status, clinical stage, nodal status, grade, presence of LVI, and number of lymph nodes (LNs) removed by CTC status. However, patients with positive CTCs had a significantly higher number of positive LNs at resection (p = 0.01), were more likely to be HER2-negative (p = 0.001), and were less likely to achieve pCR (p = 0.01). Triple negative disease (p < 0.0001), lack of pCR (p = 0.006), and positive CTCs (0.007) were associated with poor prognosis. When pCR was combined with CTC status, patients with positive CTCs demonstrated significantly worse survival, despite having achieved pCR, compared to those with pCR and negative CTC status (5-year OS: 35.0% vs. 83.1%, respectively, p = 0.016). Conclusions: A high proportion of IBC patients who achieved pCR had MRD, as demonstrated by persistent CTCs. CTCs portended worse prognosis in patients with IBC, even after pCR. Future incorporation of longitudinal CTC monitoring may be helpful in identifying patients at risk for relapse despite having achieved a pCR. [Table: see text]