The Survivor’s Health and Reaction (SHARE) study used a quality of life model adapted for cancer survivors by Dow, Ferrell and colleagues to identify factors related to global health-related quality of life (HRQL) and the prevalence of problems and healthy behaviors in breast cancer patients who participated in CALGB 8541. A total of 245 survivors (78% of those invited) who were 9.4 to 16.5 years post-diagnosis completed surveys that inquired about current HRQL, economic, spiritual, physical and psychosocial concerns, and health behaviors, (e.g. smoking, exercise, and supplement use). A regression model developed to characterize global self-assessment of HRQL from all domains showed a negative effect on global HRQL from lower social support (OR=1.03, 95% CI: 1.02, 1.05), having heart disease (OR=5.01, 95% CI: 1.39, 18.1), decreased energy (OR=1.05, 95% CI: 1.03, 1.07), and having 2 or more co-morbidities (OR=2.39, 95%CI: 1.10,5.19). Some women reported engaging in healthy behaviors since their cancer diagnosis, such as increasing exercise (31%), and reducing/quitting smoking (20%). The most prevalent problem reported was menopausal symptoms (59%). Although breast cancer survivors reported making positive lifestyle changes, physical and social factors, such as heart disease, decreased social support and having 2 or more comorbidities were found to be significantly related to HRQL. Factors related to psychological, spiritual and economic domains were not predictive of global HRQL. Suggestions are provided for areas in which to target interventions in order to improve HRQL in long-term breast cancer survivors.