8138 Background: Declines in physical function occur with cancer, and threaten ability to maintain independence. Functional decline is a serious problem among older cancer survivors, since functional status already may be compromised. Adherence to healthy lifestyle behaviors may be one way that older cancer survivors may improve physical functioning. METHODS: An intervention development study of the Duke Claude D. Pepper Ctr was undertaken among breast and prostate cancer survivors (age 65+) to determine if a 6M diet-exercise intervention of tailored mailed materials and telephone counseling would significantly improve physical activity (CHAMPS) and diet quality (DQI-R), and ultimately lead to improved physical function (SF-36) when compared to an attention control intervention on general health topics with identical delivery. Durability of effects were assessed at 12M follow-up. Power calculations, based on significance for change by intervention status and wave using a conservative approach of repeated measures mixed models, indicated a need for 420 subjects. RESULTS: Drop-out rates were were lower than estimates (8% in both arms), however due to stringent inclusion criteria on function, we only accrued 182 subjects. Preliminary analyses on baseline to 6M mean change scores for the experimental vs. control arms were as follows: physical function [+3.14 vs. -0.47; p=.19]; frequency of physical activity [+.97 vs. -1.32; p=.08]; and diet quality [+2.96 vs.-2.95; p=.02]. At 12M, the intervention arm experienced change scores (relative to those at 6M) of -3.67 for physical function (p=.89), -1.25 for physical activity (p=.47), and -2.29 for diet quality (p=.89), indicating non-significant recidivism. CONCLUSIONS: This distance medicine based intervention improved diet and physical activity behaviors among elderly cancer survivors and positively reoriented physical function, however given inadequate power, these changes were only statistically significant with respect to diet quality. These findings hold promise of potential benefit and suggest a need for further study. No significant financial relationships to disclose.