Emergency physicians are uniquely positioned to deliver interventions after management of non-fatal opioid overdose, but little is known about how to most effectively engage patients to improve morbidity and mortality in this vulnerable, high risk population. We sought to develop, refine and pilot a tailored, multi-step intervention for out-of-treatment ED patients after acute opioid overdose that will be acceptable to patients, increase engagement in treatment for opioid use disorder, and improve knowledge of overdose prevention strategies. Using a sequential exploratory mixed-methods design, perceived treatment needs and attitudes of out-of-treatment emergency department patients after acute opioid overdose were collected by conducting real-time qualitative interviews with a focus on identifying: (1) facilitators and barriers to accessing treatment for substance use disorders (SUDs) and (2) acceptability of overdose prevention education and naloxone distribution. A purposive sample of 24 adult opioid overdose survivors receiving ED care was identified through screening or staff referral. Included patients were not suicidal, not currently in treatment for a substance use disorder (SUD), and provided consent. Participants were asked about age, race, lifetime number of opioid overdoses, and assessed for opioid dependence using the DSM-IV (MINI-SCID). Interviews were audio-recorded, transcribed verbatim and independently coded using thematic analysis. An interview guide with the domains of overdose knowledge, drug use and treatment history, and perceived needs was used. A codebook was generated using open and axial coding and constant comparison, and data were collected and analyzed iteratively. We identified common patterns across the dataset and grouped them into themes. An audit trail was maintained. Participant incentive was provided. A multi-component intervention for ED patients after acute opioid overdose was created to increase engagement in treatment for OUD and the adoption of overdose prevention and harm reduction strategies. Interview data has been incorporated into our manualized motivational interview based psychosocial intervention, which includes components of overdose prevention education, naloxone distribution, harm reduction, and an offer for the ED initiation of buprenorphine and linkage to treatment. Iterative pilot testing of our multi-component intervention is currently underway. Participants were an average of 31 years old (range: 22-56), 83% white, 12% black, opioid dependent (83% MINI-SCID+), 67% male, with a median of 2 lifetime opioid overdoses (interquartile range from 2-3; range: 1-11). All reported heroin use preceding most recent overdose. Emergent themes include (1) limited knowledge of overdose prevention strategies, moderate knowledge of overdose response strategies and excellent knowledge of overdose recognition; (2) SUD minimization despite multiple overdoses; (3) ambivalence about SUD treatment effectiveness, with a stated need for social support (eg, housing, mental health); (4) a strong desire to stop opioid use, without concrete strategy as SUD treatment referrals were often refused. Understanding opioid overdose survivors’ knowledge and perceived needs can provide opportunities to improve ED care and referrals for this vulnerable population at high risk for fatal overdose.