Introduction and Objective: Predicting whether cardiovascular disease (CVD) will first appear as atherosclerotic CVD (ASCVD) or heart failure (HF) may enable more targeted primary prevention. This study sought the ability of clinical risk factors to predict whether ASCVD or HF will be the first CV event in people with type 2 diabetes. Methods: ORIGIN and REWIND participants with type 2 diabetes but free of CVD (N=6175; 64±7y, 50% men) were followed for ~5.8y for CVD appearing as ASCVD (MI, stroke, angina, or revascularization), HF (HF hospitalization or death), or other CVD (CV deaths not due to ASCVD or HF). Multi-state Poisson models quantified event-specific associations with clinical risk factors. Results: Incident CVD (n=1024) most commonly manifested as ASCVD, which was more strongly associated with worse LDL cholesterol and HbA1c. HF as the first event (16.8% of cases) was more strongly associated with older age and worse BMI/urine ACR. This led to different predicted distributions of first CV events when comparing clinical profiles matched by total CVD risk, but one with worse ASCVD risk factors vs. one with worse HF risk factors (Figure). Conclusion: Unique risk factors for each of ASCVD and HF enable prediction of the type of first CV event in type 2 diabetes. This may offer primary prevention opportunities beyond those offered by prediction of total CVD risk alone. Disclosure J.W. Sacre: None. K. Jesse: Research Support; Bayer Pharmaceuticals, Inc. K. Mohammedi: None. B. Carstensen: None. H.C. Gerstein: Advisory Panel; Abbott, Bayer Pharmaceuticals, Inc, Eli Lilly and Company, Novo Nordisk. Consultant; Pfizer Inc, Sanofi, Hanmi Pharm. Co., Ltd. Research Support; Eli Lilly and Company, Novo Nordisk, Hanmi Pharm. Co., Ltd. Other Relationship; Eli Lilly and Company, Novo Nordisk, Sanofi, Boehringer-Ingelheim, Abbott, Jiangsu Hansen, Zuellig Pharma, AstraZeneca. J.E. Shaw: Advisory Panel; GlaxoSmithKline plc. Speaker's Bureau; AstraZeneca, Roche Diagnostics, Boehringer-Ingelheim, Zuellig Pharma. Advisory Panel; Novo Nordisk. Funding Eli Lilly and Company; Sanofi