Older adults are projected to outnumber kids for the first time in U.S. history by 2035 (78 million to 76.7 million under 18). In the State of Wisconsin (WI), the population aged 65 and older is projected to increase from 780,000 residents in 2010 to over 1.5 million by 2040, a 30-year increase of more than 758,000. Currently, 1 in 6 individuals in WI is 65 and older. By 2040 that ratio will change to 1 in 4. The City of Madison has a population of 248856 residents, of which 15.9% are age 60 and above and is projected to increase in the coming years. Through our proposed age-friendly cities initiative, we will work collectively with various city departments, elected officials, service providers, academia, healthcare systems, community based organzations and community members to create a thriving and inclusive community for all ages. We will create an age-friendly action plan and a shared vision with specific goals and objectives under the eight domains of livability. We will utilize a results-based accountability framework to achieve our results. City of Madison ordinances and codes require that each public space is maintained in compliance with minimum code and regulation requirements. We will strive to influence all public agencies to go “beyond compliance” and create a community where all people can thrive. We will target all eight domains of livability and encourage all services to implement policy and system-level changes that support the age-friendly Madison initiative. We will start “at home” by initially working with City agencies that influence those domains of livability by working together and then work out into the greater community partnering with the private and non-profit sectors and our residents to implement changes that increase age-friendly livability. Our role will be to convene, advise and assist others in achievement of identified goals that support aging in place and enhance overall well-being and quality of life. We will create intergenerational and social opportunities in the community as research shows health can be positively impacted by these relationships. Madison Mayor Rhodes-Conway has voiced her support for this intititive and as such we will work together to make City of Madison a thriving community for all. Our action plan will be a roadmap, not a destination.