Baystate Medical Center (BMC), the Hampden County Sheriff’s Department (HCSD), Providence Behavioral Health Hospital, Mercy Medical Center and the Center for Addiction Recovery will collaborate to provide BRIDGE II to adult ex-offenders with substance use and mental health disorders, who are returning to their community in the catchment area of Hampden County, in western Massachusetts. BRIDGE II’s primary goal is to improve the health of our population by providing a comprehensive network of substance use and mental health treatment and recovery support services that will reduce the likelihood of relapse and recidivism among formerly incarcerated adults. BRIDGE II will serve a total of 350 former inmates over the 5-year period. Additional goals include: 1) reducing the negative impact of behavioral health problems; 2) increasing access to and retention in treatment for co-morbid behavioral health and medical health conditions; 3) preventing new HIV and viral Hepatitis infections and overdoses. Our re-entering releasees are at high risk for relapse, drug overdose, and recidivism; many are also challenged by the need for bilingual and bicultural health care providers and services. We will deliver an intensive case management and service coordination model before and after release from jail. Under BRIDGE II, we will deliver the Thinking for a Change (T4C) curriculum, to be provided prior to the participants’ release from jail. Thinking for a Change (T4C) is a cognitive-behavioral curriculum that concentrates on changing the criminogenic thinking of offenders. T4C stresses interpersonal communication skills development and confronts thought patterns that can lead to problematic behaviors. Another significant health care need that we intend to address in our program implementation is that of overdose prevention. We recognize that the risks of overdose are most salient when clients leave incarceration or after a period of intensive, in-patient detox or substance use treatment; at discharge, they are abstinent and without physiologic tolerance. We will link patients to in-house and external resources for bio-medical prevention and harm reduction services, provide overdose education services prior to release, and provide Naloxone at the time of release. Once in the community, case managers will continue to provide services to ex-offenders that will enable them to meaningfully continue their engagement in SUD treatment, educational and job training programs, recovery housing searches, social supports, resource benefits, and other community services. The BRIDGE II team will include SUD treatment professionals in and outside of the jail, help with enrollment and maintenance into Medicaid and health insurance, and linkage to community-based primary care to support long-term recovery. Stable housing and adequate physical and mental health are essential for seeking and maintaining employment; BRIDGE II will more intentionally knit supports for post-incarceration housing stability and employment into this project.