Objective: To explore women’s preferences for pain control during first-trimester surgical abortion. Methods: This was a qualitative study that employed pre- and post-operative semi-structured individual interviews to understand women’s decision making process surrounding pain control for first-trimester surgical abortion. Interviews were taped, transcribed, and are being independently coded by two study investigators to establish a 0.95 or higher level of intercoder reliability. Investigators will identify key themes and use these data to develop a preliminary questionnaire measuring women’s preferences for local anesthesia alone. Descriptive statistics and a quantitative analysis of close-ended questions will also be reported. Results: Between March 2009 and July 2009, 40 women seeking first trimester surgical abortion completed the study. The sample was stratified by chosen anesthesia (local anesthesia alone versus local anesthesia plus intravenous fentanyl and midazolam), age (<30 and >=30), and prior vaginal delivery status. The mean age of the sample was 28.5 +/- 6.96 years with race/ethnicity distributed as 55% White, 17.5% Black, 20% Hispanic, 2.5% Asian, 2.5% Multiracial, and 2.5% other. The mean gestational age was 54.5 +/- 12.1 days. Approximately, 47.5% of the sample had not had a prior abortion and the mean gravidity was 3 +/- 1.76 and mean parity was 0.80 +/- 0.96. The sample was 37.5% Medicaid (Masshealth), 47.5% private insurance, and 15% self pay. Of the sample, 75% were satisfied or very satisfied with the amount of pain relief provided by the pain medication received. In addition, 72.5% probably or definitely would recommend their chosen pain control method to a friend and 80% would probably or definitely choose to have the same pain control method for a future abortion. Further results are pending the qualitative analysis.