Background: Obesity and inactivity have been shown to adversely affect outcomes in survivors of breast cancer. These factors may contribute to poorer outcomes in women of black and Hispanic populations, and those from lower socioeconomic backgrounds. We sought to improve overall well-being and limit weight gain in patients from these underserved populations through a group lifestyle intervention in a public hospital setting. Methods: 46 women were recruited and gave informed consent after completion of adjuvant chemotherapy for stage I-III breast cancer to participate in this feasibility pilot program. Blood work, body measurements, diet, two-minute walk tests, and PHQ9 depression scores were collected at the first and last of six monthly sessions. The group classes were led by a registered dietician and included diet and light exercise instruction at each visit. Results: Patient demographics and results are in the table below. Trends for non-completers included younger age, ethnicity, no hormonal therapy, lower baseline weight, lower HOMA IR, and dropout after two sessions. Among the 40% who completed all six sessions, there was a trend toward greater well-being (lower PHQ) with slight weight gain and increased insulin resistance. Completers tended to start in the same cohort and were more likely to complete if they attended more than two visits. Conclusions: Greater well-being may be an important outcome for group lifestyle improvement programs in populations with disparities. Motivations for better attendance may include group bonding. Participants will continue to be followed to obtain information on long-term weight change and cancer recurrence.