Abstract Introduction: Breast cancer survivors are at risk for substantial sleep disturbance, which can negatively affect quality of life. Sleep disturbance can be exacerbated by co-occurring emotional concerns such as depressive symptoms and anxiety. Prior research has largely focused on linkages between sleep disturbance and emotional concerns among individuals with early stage disease. To dive deeper, we examined sleep disturbance and its correlates among breast cancer survivors with and without metastatic disease. Methods: 631 female breast cancer survivors (168 ever experiencing metastatic disease [MBC]; 463 never metastatic [BC]) enrolled in the Cancer Support Community's online Cancer Experience Registry, provided socio-demographic information, and reported cancer-related distress (CancerSupportSource®, a 25-item measure with depression and anxiety risk screening subscales) and levels of pain interference (PI) and sleep disturbance (PROMIS-29 subscales). We examined associations between risk for depression/anxiety, PI, and worse sleep disturbance with multivariate regression, adjusting for metastatic disease, treatment history, and number of comorbidities. Results: Participants were 84% non-Hispanic White; mean age=54.8 years, SD=12.2; mean time since diagnosis=4.4 years, SD=5.5. 72% ever received chemotherapy; 60% radiation therapy; 56% hormone therapy; 91% had surgery for their cancer. 47% reported moderate to very serious concern about sleep problems; concern about sleep did not differ by metastatic history. 20% of participants reported a level of sleep disturbance that was significantly worse (>1SD) than the U.S. population average and 18% reported PI that was significantly worse (>1SD) than the U.S. population average; these did not differ by metastatic history. Using CancerSupportSource anxiety and depression risk screening subscales, 47% of participants were identified as at risk for clinically significant levels of anxiety, and 35% at risk for clinically significant levels of depression. Participants with MBC were more likely to be at risk for clinically significant levels of anxiety (χ2=.7.98, p<.01). Depression risk did not differ between MBC and BC survivors. Greater sleep disturbance was associated with having ever received radiation therapy (r=.11, p<.01), number of reported comorbidities (r=.37, p<.001), greater PI (r=.46, p<.001), and greater risk for clinically significant depression (r=.38, p<.001) and anxiety (r=.35, p<.001). In multivariate analysis, risk for clinically significant levels of depression (semipartial r=.12, p< .005), anxiety (semipartial r=.05, p< .05), and greater PI (semipartial r=.24, p< .001) remained associated with greater sleep disturbance after controlling for treatment history, metastatic status, and number of comorbidities, (R2=.28, F(4,588)=56.26, p<.001). Conclusion: Being at risk for clinically significant levels of depression and anxiety and experiencing greater pain interference are associated with worse sleep disturbance among breast cancer survivors across the illness trajectory. Health care providers are encouraged to discuss with patients how they can address sleep disturbance concerns, including referrals to integrative therapies that address the constellation of affective, pain, and sleep symptoms. Citation Format: McManus S, Zaleta AK, Miller MF, Olson J, Saxton MC, Stein K. Sleep disturbance and quality of life among breast cancer survivors [abstract]. In: Proceedings of the 2018 San Antonio Breast Cancer Symposium; 2018 Dec 4-8; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2019;79(4 Suppl):Abstract nr P1-11-09.