PURPOSE: Compared to male counterparts, middle-older women are disproportionately affected by physical inactivity, obesity, chronic conditions, and psychosocial distress and these factors may compromise sexual and menopausal well-being and increase risk for type II diabetes mellitus (T2DM). Despite the known health benefits of exercise (EX) and (PA), the integrated effects of EX/PA, health status and psychosocial factors on sexual/menopausal well-being have not been well-characterized. Less is known about EX/PA behaviors in the context of Diabetes Prevention Program (DPP) success in this cohort. METHODS: Two datasets afforded a secondary data analysis in middle-older women: 1) a cross-sectional study exploring EX/PA, and psychosocial outcomes, and 2) a one-year community DPP intervention. Relatedly, the aims were to: 1) examine the influence of moderate-vigorous PA (MVPA) and adiposity on sexual and menopausal well-being, controlling for health status and psychosocial well-being, and 2) determine the effect of social support (SS) and EX/PA benefits and barriers on improvements in EX/PA behaviors and subsequent weight loss in response to the DPP. RESULTS: For aim 1, participants (n=68) health status and depressive symptoms negatively impacted sexual and menopausal well-being (standardized Beta coefficients range = .22-.56, all P < .05). Alternatively, MVPA did not appear to play a role in sexual well-being beyond health status or depression scores (All P for MVPA coefficients > .05). For aim 2, women (n=29) experienced clinically meaningful weight loss (6.3%, P < .05), and moderate PA and MVPA increased, albeit effect sizes were small and insignificant (P > .05). Increased SS from family participation and fewer barriers were associated with increased vigorous PA (r =.52 and -.39, respectively, both P < .05). Physical performance and preventive health were the highest perceived benefits, whereas the exertion for EX/PA behaviors was the greatest barrier (P < .05). CONCLUSION: Health status and depressive symptoms negatively impact sexual and menopausal well-being in middle-older women. A community-delivered DPP is effective for weight loss and improves perceived SS for EX/PA. The impact of the DPP on EX/PA behaviors is not robust; however, perceptions of family participation and fewer barriers to EX/PA appear to increase vigorous PA behaviors.