1.Recognize the multidimensional nature of insomnia among palliative care patients, especially for patients at the end-of-life.2.Describe the role of end-of-life and existential worries in promoting insomnia.3.Identify two nonpharmacologic strategies for managing insomnia and end-of-life worry. I. Background. Approximately 45% of individuals with cancer experience sleep disturbance compared to 10% in the general populations. For patients with advanced disease, insomnia can be exacerbated by a variety of factors; most notably, pain, depression, and anxiety. Cognitive processes such as uncontrollable worry, intrusive thoughts, and overactive cognition at bedtime can perpetuate insomnia. II. Research Objectives. The aim of this study was to examine the contribution of pain severity, depressive symptoms, and worry to insomnia among patients with advanced cancer referred to an outpatient palliative care practice. III. Methods. One hundred sixty-eight consecutive outpatients completed the Brief Pain Inventory (BPI), the Center for Epidemiologic Studies Depression Scale (CES-D), and the Memorial Symptom Assessment Scale (MSAS) at their initial palliative care visit. Gender distribution was equivalent (50% female) with an average age of 51-years-old. The most common cancer diagnoses represented were head and neck (22%), colorectal (13%), breast (11%), lung (10%), and hematologic cancers (8%). Multiple regression predicting insomnia included BPI pain severity (Step 1), CES-D total score (Step 2), and MSAS worry (Step 3). IV. Results. Eighty-five percent of this sample reported difficulty sleeping, with 55% reporting severe distress related to not sleeping well. The average pain rating was 6 (SD=2.4). Fifty-nine percent fell in the moderate to severe range on the depression measure. Forty-one percent reported worrying frequently or almost constantly. The model was significant (F=15.35, P=.000). Worry was a significant predictor of insomnia beyond pain and depression (t=2.22, P=.028). V. Conclusion. Palliative care clinicians may be well-informed regarding the role of pain and depression in insomnia. However, this study suggests that worry might be an important and often unattended determinant of insomnia. VI. Implications for Research, Policy, or Practice. This presentation will review some empirically-supported nonpharmacologic treatment options for patients with worry-related sleep disturbance. Physical Aspects of Care; Psychological Aspects of Care; and Spiritual, Religious and Existential Aspects of Care