Background: Diabetes self-management is critical to sustaining optimal health following diagnosis. Diabetes distress (DD) is a crucial factor that influences a Veteran’s engagement in diabetes self- management. DD is distinct from depression, and includes four domains (i.e., regimen, emotional, interpersonal, healthcare provider). The presence of DD negatively impacts engagement in self-management and HbA1c. Despite interventions aimed at decreasing DD, these interventions have shown minimal lasting effects. One reason may be because interventions do not tailor information to an individual’s DD. Significance/Impact: This proposal will be the first to examine the impact of correlating factors on DD, and then design and test a self-management intervention tailored upon a Veteran’s DD type. This proposal addresses the [VHA Strategic Plan Priority areas of utilizing resources more efficiently and improving the timeliness of services, and the HSR&D Research Priorities of Population Health/Whole Health and Primary Care Practice. This proposal’s findings can improve both care delivery and health outcomes of Veterans, as we will help facilitate the Veteran’s linkage to ubiquitous, existing VHA and community services]. Innovation: This proposal will develop an intervention that targets sub-optimal T2D self-management by providing tailored self-management information in conjunction with connections to supportive services. We will identify how, and to what extent, DD and its factors, influence a Veteran’s self-management behaviors. Specific Aims: Aim 1 will examine the association of [psychosocial factors (depression, PTSD), environmental factors (finances, support), self-management behaviors, and HbA1c with DD. These Aim 1 data will inform the identification of modifiable factors and selection of the population] for a diabetes self- management intervention for Veterans with T2D. Aim 2 will describe self-management challenges and preferred learning strategies [to inform the intervention components and delivery approach for Veterans with T2D. Obtaining in-depth perceptions of DD type, self-management strategies and challenges, and learning preferences is essential to tailoring intervention components]. The purpose of Aim 3 is to design & pilot test an innovative, tailored T2D self-management information and supportive services intervention for Veterans with T2D, to promote engagement in self-management behaviors. In Aim 3 we will determine the feasibility and acceptability of the intervention for Veterans with T2D. Methodology: This proposal uses an explanatory, sequential mixed-methods design to describe DD in a sample of Veterans who receive care at Durham. In Aim 1 we will survey Veterans (n = 200), and balance enrollment by HbA1C (< 9 or ≥ 9) and medication use (insulin, no insulin). In Aim 2 we will conduct semi- structured interviews with a sub-sample (n = ~36) of Veterans surveyed in Aim 1. We will balance enrollment by HbA1C, medication use, and ...