Objectives: Telephone Lifestyle Coaching (TLC) is an evidence-based program providing individualized telephone coaching and self-management support to Veterans working on personalized, healthy living SMART goals. Given the flexibility of telephone support, we explored sex differences in TLC referrals and enrollment. We focus on sex to identify potential opportunities with virtual/telephone prevention programs in VA. Methods: Since March 2019, 44 VA sites have implemented TLC nationwide. Under VA’s QUERI rapid response evaluation program, we examined sex differences in referrals and enrollment with logistic regression controlling for demographics, mental and physical health, prior participation in a VA Whole Health Program and VA’s MOVE! Weight Management Program, and site-level clustering. The sample included all Veterans with at least one primary care visit one year prior to starting TLC. Results: As of 12/31/22, a total of 11,719 Veterans had at least one TLC referral, with 9,514 enrolled (82%), totaling 122,233 encounters. For both referrals and enrollment, mean age was 54, with 33% female, 29% Black, 7% Hispanic, and 34% with rural residence. In adjusted models, female Veterans had increased odds of being referred (OR=2.40, CI:1.89-3.05) and enrolling (OR=1.27, CI:1.13-1.42) compared to male Veterans. Odds of referral were higher for younger Veterans (OR=0.98, CI:0.97-0.98), those with depression (OR=1.62, CI:1.46-1.81), PTSD (OR=1.45, CI:1.21-1.73), overweight/obesity (OR=2.38, CI:1.58-3.57), at least one cardiovascular (CV) risk (OR=1.94, CI:1.63-2.30), and prior participation in Whole Health (OR=2.46, CI:1.74-3.51) or MOVE! (OR=6.40; CI:4.02-10.19). Similar associations with enrollment were observed, except Veterans with depression had decreased odds of enrollment (OR=0.84, CI:0.750.93), and effects for PTSD and CV risks were not significant. Conclusions: TLC demonstrated success in reach and engagement of female Veterans at rates above their national proportions in VA care. Referrals targeted weight and CV risk consistent with Veteran clinical needs. Our findings suggest that prior participation with MOVE! and Whole Health may facilitate engagement. Mental health diagnoses were not a barrier to referral, but depression status may reduce patient participation. Impact: TLC and virtual modalities of lifestyle coaching may have broader application for reaching and engaging female Veterans, as well as Veterans with mental health and CV risks who can benefit from health behavior change to optimize care.