background: A systematic review of the literature between 1996-2014 was unable to identify a single study on an intervention designed to re-engage individuals into HIV care (Higa & Mullins, 2016). Furthermore, little is known regarding the health and service needs of people living with HIV (PLWHIV) who have fallen out of care. This presentation will characterize the health and well-being of PLWHIV who have fallen out of care and identify opportunities for re-engagement. methods: Twenty-five PLWHIV with detectable viral loads who had fallen out of care were recruited to participate in an intensive case management program. This study used a mixed-method approach that included chart reviews, acuity assessments, participant surveys and direct one-to-one interviews. results: Upon entry in the program, the vast majority of participants reported fair or poor health (63%), considerably higher than the general adult population of the area (14%; 2016 BRFSS). Similarly, 50% of program participants reported experiencing over 14 physically unhealthy days in the past month (compared to 8% regionally) and 50% experiencing over 14 mentally unhealthy days in the past month (compared to 8% regionally). Furthermore, over 66% reported using illegal drugs a couple times–to–everyday in the last month and acuity assessments classified 80% of the participants as needing intensive mental health services. conclusions: People who have fallen out of care have significantly lower quality of life than the general population, suggesting that interventions seeking to re-engage these individuals should target physical and mental health issues while providing instrumental services.