Although very low birth weight preterm (VLBW) infants with grade 3,4 retinopathy of prematurity (ROP) are at high risk for unfavorable visual outcomes, the middle school vision motor integration (VMI) skills and cognitive outcome scores of these children remain largely unknown. Data for 323 very VLBW survivors of the Multicenter Randomized Indomethacin IVH Prevention Trial (BW 600 1250 g) were analyzed to test the hypothesis that grades 3, 4 ROP would be an important predictor of cognitive and VMI skills. 3 subgroups were evaluated: ROP negative (N = 163), ROP grades 1,2 (N = 137) and ROP grades 3,4 (N = 23) were evaluated prospectively at 12 years of age with a neurocognitive battery. High-resolution volumetric MRI scans were quantified for 40 of the study subjects, and occipital brain volumes were correlated with Beery VMI scores. Children with ROP 3-4 had [arrow up - increased] vision impairment and lower test scores. Whole brain volumes were significantly less for children with any grade of ROP (p = 0.02), occipital white matter volumes tended to be less for the same study subjects (p = 0.08) and both total occipital brain volumes and occipital white matter volumes were significantly correlated with Beery VMI scores (r=0.610, p = 0.009 and r = 0.652, p =0.005, respectively). Prematurely-born children with a history of grade 3-4 ROP continue to have [arrow up - increased] vision impairment, special needs and lower performance on cognitive, language and visual motor integration scores at age 12 years. Both whole occipital brain volumes and occipital white matter volumes were predictive of VMI scores for children with ROP. (supp by NS 27116)