PURPOSE: Exercise (EX) trials in adults with co-morbid conditions such as type 2 diabetes offer an opportunity to address behavior changes needed to increase physical activity (PA) and improve long-term health. The aim of this study was to determine whether it was feasible to include a low-dose PA behavior change intervention in an EX trial. METHODS: For the original EX trial, participants were randomized to one of four groups, to test the interactive effects of metformin and post-exercise ingestion of protein versus carbohydrate on mitochondrial protein synthesis, and the blunting effect of metformin on EX response. Participants were ≥55 years of age, had fasting glucose values ≥100 mg/dl, hemoglobin A1c 5.7-6.4%, two hour postprandial glucose 140-200 mg/dl, or a family history of type 2 diabetes. All participants received supervised EX sessions, three times per week for 12 weeks. For the behavior change intervention, participants were randomized to receive a one-hour PA counselling session, or not, held after completion of the 12 week EX intervention. The session was based on social-cognitive theory, and the primary goal was to increase post-intervention PA maintenance through discussion of PA benefits, PA goal setting, and identifying and overcoming PA barriers. Self-reported PA was measured using the International PA Questionnaire (IPAQ), pre, post and three-months after the EX intervention. RESULTS: There was no additional time burden for participants or the principal investigators of the original EX trial. Baseline, post-intervention PA questionnaires, and the counselling session were done while participants were in the laboratory doing their oral glucose tolerance test, and the follow-up PA questionnaire was completed by mail or online. PA questionnaire completion rates were high; 30/31 (96.7%) completed baseline, 100% (N=17) completed post-intervention PA questionnaire and counselling session (if randomized to receive it), and 7/8 (87.5%) have completed the three-month follow up PA questionnaire. CONCLUSIONS: Based on the high completion rates and no added time commitment, including behavior change strategies as part of an exercise trial is feasible. This trial is ongoing, and upon completion, effectiveness of the counselling session for increasing PA at three-month follow-up will be examined.