Abstract Purpose/Objective(s): The role of axillary lymph node (ALN) sampling in breast cancer (BC) treatment continues to evolve, and BC patients are recommended for post-operative regional nodal radiation therapy (RNRT) based on the number of positive ALN. RNRT is recommended for patients with 4 or more positive ALN, but it remains controversial in patients with 1–3 positive ALN and is rarely recommended for patients without positive ALN. Consideration of anticipated functional impairments often guides decision making. The purpose of this analysis is to investigate functional impairments in BC patients with varying numbers of positive ALN. Materials/Methods: 166 women were diagnosed with BC between 2001–05 and enrolled and treated in a prospective surveillance physical therapy program. 110 had zero positive ALN, 37 had 1–3 positive ALN, and 19 had 4 or more positive ALN on either sentinel LN biopsy or ALN dissection. Participants' upper extremity (UE) range of motion, strength, and limb volume were assessed pre-operatively and at 1, 3, 6, 9, and 12+ months post-operatively by a physical therapist. Limb volume was assessed using infrared optoelectronic perometry. At 12+ months, overall health status, UE symptoms and function, and physical activity levels were reported using standardized questionnaires. Chi-square tests and one-way ANOVA analyses were used to determine significance between groups (p ≤ 0.05). Results: Of these 166 patients, 94 received mastectomy and 72 received lumpectomy, while 41 received RNRT and 58 received whole breast tangent RT. No significant differences were found between groups with regard to age or race. The number of dissected LN was not significantly different between those patients with 1–3 positive ALN and 4 or more positive ALN. Rates of lymphedema and seroma were not significantly different between those patients with zero positive ALN and 1–3 positive ALN, and rates of cording were not significantly different between any of the groups. Increased lymphedema (p = 0.03) and seroma (p = 0.005) were seen in those patients with 4 or more positive ALN compared to those patients with zero positive ALN, but this may also be related to a significantly greater number of dissected LN in the former group. By 12+ months post-operatively, there were no differences in shoulder abduction, shoulder flexion, internal rotation, or external rotation between groups. No differences were seen between groups in self-reported fatigue, UE swelling or weakness, arm stiffness, or ability to climb stairs. Conclusions: Functional impairments represent an important category of morbidity for BC survivors and should be considered in pre-treatment decision making. The number of positive ALN may not correlate with increased impairment over the first year of treatment when a prospective surveillance physical therapy program is part of the plan of care. Additional research is needed to assess longer-term changes and the impact of axillary surgery and/or radiation in the context of aggregate effects of other BC treatment modalities. Citation Information: Cancer Res 2012;72(24 Suppl):Abstract nr P2-11-13.