Background: Despite declining opioid prescribing rates in the United States, the annual prevalence of prescription opioid use in adults ≥50 years old is estimated to be 40%, higher than that of younger adults (ages 18-29 years, 36%). As the American population ages, understanding factors that contribute to overall opioid use is a necessary first step in the determination and mitigation of inappropriate prescribing and opioid-related harms. Objective: Assess predictors of prescription opioid use in an adult population with a high prevalence of chronic pain. Methods: Data were from a community-based cohort of White and African American adults aged 50-90 years residing in predominantly rural Johnston County, North Carolina. Univariable and multivariable logistic regression models were used to evaluate sociodemographic and clinical factors in non-opioid users (n=795) at baseline (2006-2010) as predictors of opioid use at follow-up (2013-2015). Variables included age, sex, race, obesity (BMI≥30kg/m2), polypharmacy (5+ medications), educational attainment (<12, ≥12 years), employment (unemployed, employed/retired), insurance (uninsured, public, private), Census block group household poverty rate (<12%, 12–24%, ≥25%), depressive symptoms (Center for Epidemiologic Studies Depression Scale ≥16 or depression diagnosis), perceived social support (moderate/poor [<19], strong [≥19]; Strong Ties Measure of Social Support, range 0-20), pain sensitivity (sensitive [<4kg], normal [≥4kg] pressure pain threshold), and pain catastrophizing (high [≥15], moderate/low [<15]; Pain Catastrophizing Helplessness Subscale, range 0-25). Results: At follow-up, 13% (n=100) of participants were using prescription opioids. In univariable models, younger age, female sex, obesity, polypharmacy, unemployment, public (vs. private) health insurance, higher poverty rate, depressive symptoms, poorer perceived social support, pain catastrophizing, and elevated pain sensitivity were independently associated (p<0.05) with opioid use. In the multivariable model, younger age (60 vs. 70 years; adjusted odds ratio, 95% confidence interval=2.52, 1.08−5.88), polypharmacy (2.16, 1.24−3.77), high pain catastrophizing (2.17, 1.33−3.56), and depressive symptoms (2.00, 1.17−3.43) remained significant independent predictors. Conclusion: The simultaneous assessment of a breadth of clinical and sociodemographic factors identified polypharmacy, pain catastrophizing, and depressive symptoms as modifiable predictors of prescription opioid use. These findings support the incorporation of pharmacological review and behavioral approaches into chronic pain management strategies. Further research is warranted to track changes in these factors as prescription opioid use declines nationwide