Tobacco companies continue to spend billions of dollars every year marketing a line of products that is deadly to consumers. Tobacco use is still the leading preventable cause of chronic disease and premature death in the world. In Fall 2010, CDC’s Office on Smoking and Health received Affordable Care Act funds to conduct a comprehensive counter marketing campaign to raise awareness and shift key attitudes and beliefs about the harms of tobacco use and exposure to secondhand smoke among key audiences. Consistent with CDC's best practices for comprehensive tobacco control programs, this multi-phased media campaign will deliver broadcast media at or above the recommended levels in 14 major media markets identified for the campaign. This is significant, because most states are unable to support media placement at the recommended levels for adequate reach. The campaign activities include placement of advertisements developed by states and communities, development of new hard-hitting, emotionally compelling campaign materials (broadcast, print, radio, outdoor, etc), qualitative and quantitative studies to assess effectiveness of the ads, development of innovative social media applications, and evaluation studies to assess campaign effectiveness and reach. Results of Phase 1, which is launching on April 4, 2011, will improve understanding of tobacco use health consequences message receptivity, media purchasing strategy, and will inform Phase 2 and 3 of this national campaign. The panel presentation will provide an overview of the campaign, discuss findings from formative research, describe earned and social media outcomes, and will present evaluation results.