Significance: Inadequate nutrition in older adults has been described as a crisis in America, which leads to increased illness and disability. This crisis is rapidly increasing as baby boomers age. A recent study looking at nutritional intake of older adults living in Pennsylvania found that 56% were at risk of inadequate nutrition2. Barriers to good nutrition include restricted finances leading to diets dominated by sugars, refined starches, and fatty meats; poor dental health, or problems chewing or swallowing food limiting healthy food choices; limited mobility making it difficult to shop for healthy foods; and lack of education on which foods are more nutrient dense leading to poor food choices. We propose to create a theory-based behavior change program that will not only provide nutrition education, but also will help older adults learn and incorporate into daily life strategies to minimize or overcome these common barriers to good nutrition. Current nutrition education programs tend to target a specific disease such as diabetes, heart disease, or osteoporosis, which may not be suitable for a general audience. Alternatively, a number of programs combine diet and exercise, but many older adults may be uninterested or unable to participate in exercise. Existing programs tend to focus more on providing education than on behavior change. Finally, no existing programs contain a maintenance component after the initial program is delivered.