Presented at 2021 IUSM Education Day. View the presentation recording here: [LINK]https://purl.dlib.indiana.edu/iudl/media/h83k91mw2m[/LINK]BACKGROUND AND AIMS: Medical school curriculum is tasked with producing lifelong self-directed learners, a set of characteristics requiring strong metacognitive skills. Metacognitive skills directly impact students’ metacognition, which is their ability to understand and regulate their own thinking and learning. It may then be postulated that metacognition may be key in distinguishing students that require a postbaccalaureate program from those that do not. Metacognition has two critical domains: metacognitive knowledge and metacognitive regulation, each of which contain multiple subprocesses. Metacognitive knowledge includes knowing strategies for learning, when to use those strategies, and knowing oneself as a learner. Metacognitive regulation includes strategies for planning, monitoring, evaluating, and debugging learning strategies. Therefore, the purpose of this study is to investigate: 1) the impact of a graduate TBL course on students’ metacognitive awareness, and 2) the relationship between metacognition and course performance. Methods Students enrolled in a TBL graduate histology course at Indiana University took part in this study. Students completed a 19-item Metacognitive Awareness Inventory (MAI) at the beginning (MAI1) and end of the semester (MAI2). The MAI has two domains, Knowledge (8 items) and Regulation (11 items), where items are rated on a 5-point scale from “not at all typical of me” to “very typical of me.” Free response questions asked about knowledge and study abilities, plans for studying in histology and how study skills and abilities have improved across the semester. Finally, students completed a voluntary reflection about their examination performance after the first unit exam. Differences between MAIs were investigated using a Wilcoxon signed-rank test. Spearman's correlations explored the relationship between MAI and final course grades. MAI free responses and exam reflection were analyzed using thematic analysis. Responses were coded using a conceptual framework of metacognition based on processes of knowledge and regulation. Results Thirty-one (94%) students completed both MAIs. There were no differences between MAI1 and MAI2 scores and there was no relationship between MAI1 or MAI2 and final course grades. The Wilcoxon test demonstrated a significant difference between the Knowledge and Regulation domains for MAI1 (p=0.002) and MAI2 (p=0.001) where students reported the items in the Knowledge domain were more typical of them than items in the Regulation domain. There were no differences across the domains between the two timepoints. Students reported initial hesitation and difficulty with learning histology content in a lecture-free, flipped classroom approach. Students discussed plans for approaching studying, but many reported modifying study strategies throughout the semester. However, few students discussed active learning strategies that would allow them to evaluate and assess their knowledge prior to assessments. Conclusion While the MAI failed to demonstrate any improvement in metacognition, students reported an increase in their ability to adapt their study strategies to the content and learning materials. Differences in knowledge of cognition and regulation suggests educators in TBL classrooms may need to provide students with additional resources and strategies to regulate their learning. Future studies aim to investigate the validity of the MAI for measuring metacognition in anatomy courses