Abstract Background The spread of Carbapenem-resistant pathogens is a growing global public health concern. Tennessee conducts surveillance of Carbapenem-resistant Enterobacterales (CRE) since 2011 and participates in Multi-site Gram-negative Surveillance Initiative (MuGSI) in Davidson County and seven surrounding counties since 2014. Methods We analyzed the CRE and Carbapenem-resistant Acinetobacter baumannii complex (CRAB) incident cases reported to the MuGSI project from 2016–2021. A CRE case is defined as the isolation of Escherichia coli, Enterobacter species and Klebsiella species from normally sterile site or urine, and resistant to ≥1 carbapenem. A CRAB case is defined as the isolation of A.baumannii complex from a normally sterile site or urine (2016-2020). In 2021, cultures from a lower respiratory tract or wound were added. Incident case is defined as a report of the first case in 30 days. Data analysis was performed using SAS Version 9.4. Results One hundred nine CRAB and 467 CRE cases were reported from 2016–2021. The proportion of males was higher for CRAB (62.39% vs 37.61%, p< 0.0001), while the proportion of females were higher for CRE cases (68.74% vs 31.26%, p< 0.0001). The mean age was 65 and 60 years for CRE and CRAB case respectively. The incidence rate of CRAB was significantly higher in non-white populations (15.90 per 100,000) compared to white populations (4.86 per 100,000) (p< 0.0001). Smoking was more prevalent among CRAB patients (27.52%) than CRE patients (16.49%) (p=0.0076). The prevalence of neurological health conditions was higher in CRAB than CRE (59.63% vs 38.33%; p< 0.0001), as were renal conditions (38.53% vs 26.12%; p=0.0097) and diabetes (48.62% vs 37.69%; p=0.0357). The prevalence of urinary tract infections was higher in CRE than CRAB cases (52.29% vs 77.09%; p< 0.0001). CRAB (95%) and CRE (65%) cases were healthcare-associated infections. Conclusion Patients with CRAB had significantly higher prevalence of neurological, renal, diabetes and smoking history, while UTI was more common in patients with CRE. CRAB incidence was significantly higher in non-whites than whites. More research is needed to explain the disparities and reduce infection burden in vulnerable populations. Disclosures All Authors: No reported disclosures