Objectives/Goals: Rural disparities in chronic disease burden are well documented. However, the impact of individual socioeconomic status on these rural disparities in prevalence and control status of chronic diseases remains less understood. We aim to assess the association of prevalence and control status of chronic diseases among adults with rurality and socioeconomic status (SES). Methods/Study Population: The Expanded Rochester Epidemiology Project medical records linkage system identified prevalence of asthma, diabetes, hypertension, and mood disorder using ICD codes between 2014 and 2019 among adults in 27 Upper Midwest counties. Uncontrolled status was defined by presence of ED visit or hospitalization with corresponding ICD-9/10 codes. SES was measured by HOUSES index, a validated individual-level SES measure, and rural status was defined by primary Rural Urban Commuting Area codes of 4–10. Hierarchical logistic regression models were used to examine the association of rurality with prevalence and control status of the four chronic diseases, adjusting for age, sex, race/ethnicity, and presence of general medical exam extracted by CPT codes (Model 1) and additionally SES measured by HOUSES (Model 2). Results/Anticipated Results: Among 455,802 adults, 42.8% were rural residents and 87.4% were Non-Hispanic White. Model 1 (without HOUSES) showed higher prevalence and lower control rates of chronic diseases in rural residents, except for asthma. In Model 2, accounting for SES, urban residents were more likely to have an uncontrolled mood disorder, hypertension, and diabetes, and there were no differences in prevalence of chronic diseases that existed between rural and urban residents. Lower SES measured by HOUSES was consistently and significantly associated with higher prevalence and uncontrolled status of chronic diseases (p-value Discussion/Significance of Impact: Patient’s SES explains rural disparities in prevalence (null association with rurality once SES is accounted) and changes the directionality of association for uncontrolled status in Upper Midwest, highlighting the importance of considering SES in rural disparities research.