Background: Fall injuries are responsible for significant health care utilization, disability, loss of independence, and high costs among community-dwelling older adults with cardiovascular disease risk factors (CVD-RF). A Matter of Balance (MOB) is a national community-based fall prevention program, which focuses on cognitive restructuring to manage concerns about falling, but does not include a balance-training component. We hypothesize if MOB added to a dual-task balance challenge (DTBC) comprising weight transfer using fixed and random ordering of ankle reaching tasks, while simultaneously challenging attention—would lead to reduced fall risk. Objectives: To assess participants’ acceptance and satisfaction with the 4-week MOB and MOB plus DTBC interventions, safety and adherence, and examine changes in fall risk (balance, gait, and fear of falling) post-intervention. Methods: A single-blind, two-group, randomized pilot study, among community-dwelling older adults with CVD-RF at high fall risk. MOB classes were 2-hours, 2x/week for 4 weeks, with 15 minutes of social time. MOB+DTBC classes followed the same curriculum with 15 minutes of ankle reaching tasks while simultaneously challenging attention. Acceptability and satisfaction were obtained by self-report, study staff monitored safety and adherence during class. Balance and gait were objectively assessed using LEGSys™ (BioSensics, LLC), while the Falls Efficacy Scale International (FES-I) assessed fear of falling. We used t-tests for continuous variables and Fisher’s exact test for categorical variables. Results: At high fall risk older adults (n=16, mean age=74±8 years), mainly retired (95%, n=15), women (88%, n=14), with >13 years education (81%, n=13), diabetes (25%, n=4), dyslipidemia (70%, n=12), and hypertension (63%, n=10) completed the study (drop-outs, n=1). Participants reported high levels intervention acceptability and satisfaction (mean score=9±1.3, 1=least, 10=most), no safety issues (0%), with very high adherence rates (>94%), regardless of group assignment. Participants in the MOB group (n=7) had no significant within group changes in fall risk post-intervention (p>0.05). Conversely, participants in the MOB plus DTBC group (n=9) had significant improvements in balance (eyes open test=ankle sway, p=0.02; eyes closed test=hip sway, p=0.03 and center of mass, p=0.01) and gait (fast pace=stride time, p=0.04 and double support, p=0.02), with less fear of falling (p=0.04) post-intervention, when compared to baseline. Conclusions: Reducing fall risk factors and preventing falls are essential for older adults with CVD-RF, to ensure that they continue to live safely and independently. The addition of DTBC to the nationally-used standard MOB curriculum may enhance both balance and cognitive function, and lead to reduced fall risk among community-dwelling older adults with CVD-RF.