157 Background: Health literacy (HL) is a patient’s ability to obtain, process, and understand health information. Limited HL can act as a barrier to communication and access to medical treatment and lead to poor identification and management of comorbid conditions, resulting in frailty and impaired HRQoL; these issues remain unstudied in the geriatric oncology populations. We aimed to (1) describe the prevalence of limited HL; (2) examine the association between limited HL and frailty, HRQoL and healthcare utilization in older adults with cancer. Methods: The CARE registry prospectively enrolls older adults (≥60y) with cancer seen at UAB. Patients complete a patient-reported geriatric assessment. A single-item screening measure of HL (Stagliano et al. JABFM 2013) was also completed by the participants. Frailty was defined using the 44-item CARE frailty index (based on deficit accumulation). Multivariable analysis examined association of limited HL with CARE frailty index, HRQoL, and health care utilization, adjusting for age, race, sex, education, cancer type/stage and treatment phase. Results: The cohort included 475 participants with a mean age at enrollment of 69.4y; 61.9% were male; 18.9% were non-Hispanic Black. The most prevalent cancer types included colorectal (34.9%), pancreatic (17.5%) and hepatobiliary (11.4%) cancers. The prevalence of limited HL was 33.3%. Participants with limited HL were less educated (< HS: 23.4% vs. 4.7%, p= 0.01), older (71 vs. 68.5 years, p< 0.001), more likely to self-report as Black (26.6% vs. 15.1%, p= 0.009), and disabled (19.6% vs. 11.7%, p< 0.001). Patients with limited HL had a higher prevalence of frailty (57.6% vs 22.1%, p< 0.001) and hospitalizations (57.0% vs 45.4%, p= 0.036), as well as lower physical (39.5 vs. 46.4 p< 0.001) and mental (42.9 vs. 49.2 p< 0.001) HRQoL. In multivariable analysis, older patients with limited HL had 3.9 higher adjusted odds (aOR) of frailty (95% CI 2.4-6.3), worse physical (aOR 2.2, 95%CI 1.4-3.6) and mental (aOR 3.2 95%CI 2.0-5.2) HRQoL, and increased hospitalizations (aOR 1.8 95% CI 1.2-2.8), compared to those with adequate health literacy. Conclusions: Older cancer patients with limited HL had higher adjusted odds of frailty, lower physical and mental HRQoL scores, and higher odds of a recent hospitalization. Interventions to address limited HL should be explored in this vulnerable and growing cancer population.