The prevalence of diabetes among Americans aged 65 years and older is greater than 25%. Medical expenditures for persons with diabetes are more than twice as high as those for patients without diabetes. Diabetes in older adults often times coexists with frailty, resulting in reduced quality of life and increased health-care use. Many older adults with type 2 diabetes have mobility impairments and experience falls, which contributes to increased frailty. Exercise has a protective effect for frailty and falls, yet less than half of persons with diabetes exercise and approximately one-quarter meet exercise recommendations. In addition to exercise, nutrition may help reduce the risk for falls; however, nutritional interventions have not been tested as a fall-prevention intervention. According to a review, there is insufficient evidence to create nutritional guidelines specific for frail older adults with type 2 diabetes. There is a need to motivate and empower older adults with type 2 diabetes to make lifestyle changes to prevent frailty. The purpose of this review was to identify and integrate what is known and what still needs to be done for this population to be successful in making health behavior changes to reduce frailty. There is some evidence that motivational approaches have worked for older adults with various chronic disease conditions. However, studies applying motivational strategies are lacking for frail older adults with type 2 diabetes. A novel motivational approach was described; it combines aspects of the Health Belief Model and Motivational Interviewing. Intervention studies incorporating this model are needed to determine whether this client-driven strategy can help various racial/ethnic populations make the sustainable health behavior changes of increasing exercise and healthy eating while taking into consideration physiological, psychological, and economic barriers.