Objectives/Goals: This qualitative study evaluated facilitators and barriers to clinical research participation among lower-income, predominately racial/ethnic minority communities to inform a Co-Learning series. The Co-Learning series of community members, stakeholders, and researchers developed strategies to improve diversity in research. Methods/Study Population: Community focus group (FG) participants were recruited from urban communities experiencing poverty, whereas stakeholder FGs included diverse community leaders and researchers. The Social Ecological Model was used as the guiding theoretical framework throughout the qualitative design. Directed content analysis using three independent coders reaching 100% consensus identified prominent factors for increasing diversity in research. The co-learning series was comprised of community members, stakeholders, and researchers who discussed the prominent FG factors over seven in-person meetings to develop a toolkit to increase diversity in research. Results/Anticipated Results: Community (n = 51) and stakeholder (n = 50) FG participants were 54.0±16.0 years of age, 81.2% female, 39.6% Black/African American, 51.5% Hispanic, and 60% had Discussion/Significance of Impact: Due to the lack of inclusivity in clinical research, findings are typically not applicable to health disparity populations limiting the benefit of research to all. This study provides practical community-driven strategies to increase diversity in clinical research, highlighting the role of trust, relationships, and cultural relevancy.