For quitting smokers, there are myriad threats to abstinence. Mindfulness may either diminish perceived craving or increase tolerance of craving. Each of these scenarios may be reflected in the activation of different neural systems (the former by decreased activation of areas in the mesolimbic reward system associated with craving, and the latter by increased activation of areas in the prefrontal cortex possibly associated with coping). We enrolled 40 adult smokers into one of two eight-week behavioral programs for smoking cessation: standard cognitive behavioral therapy (CBT) or mindfulness based-cognitive therapy (MBCT). Groups were matched on class time, and a single physician delivered the therapy in both classes (HT). A subset of participants (n=15) underwent functional magnetic resonance imaging (fMRI) scanning at baseline, quit day (week 5), and end of therapy (week 8). At each scan, participants completed a cue paradigm in which they were exposed to smoking and neutral cues. Craving was assessed by self-report and by the BOLD (blood oxygen level dependent) signal in craving-specific areas. At quit day and end of therapy, participants were instructed to apply the coping mechanisms they learned in class, and were interviewed immediately after the scan about which specific coping mechanisms they applied and how successful they were. 28 participants completed the 8-week program and quit rates were similar in both groups: 45% (MBRP) vs. 40% (CBT) for biochemically-validated point-prevalence abstinence at 8 weeks and 25% in both groups for continuous abstinence from weeks 5-8. We need to re-pre-process the baseline scans and expect to be able to make comparisons on baseline brain activity during neutral vs. smoking cues later this fall. MBRP is a feasible program for quitting smokers. We anticipate that fMRI data analysis will be completed within 6-12 months.