The antilipidemic drug, probucol (PB), has demonstrated potential applications in Type 2 diabetes (T2D) through its protective effects on pancreatic β-cells. pB has poor solubility and bioavailability, and despite attempts to improve its oral delivery, none has shown dramatic improvements in absorption or antidiabetic effects. Preliminary data has shown potential benefits from bile acid co-encapsulation with PB. One bile acid has shown best potential improvement of PB oral delivery (ursodeoxycholic acid, UDCA). This study aimed to examine PB and UDCA microcapsules (with UDCA microcapsules serving as control) in terms of the microcapsules' morphology, biological effects ex vivo, and their hypoglycemic and antilipidemic and anti-inflammatory effects in vivo. PBUDCA and UDCA microcapsules were examined in vitro (formulation studies), ex vivo and in vivo. PBUDCA microcapsules exerted positive effects on β-cells viability at hyperglycemic state, and brought about hypoglycemic and antiinflammatory effects on the prediabetic mice. In conclusion, PBUDCA co-encapsulation have showed beneficial therapeutic impact of dual antioxidant-bile acid effects in diabetes treatment. Understanding the link between insulin-resistance, prediabetes and Type 2 diabetes (T2) is anticipated to facilitate better ability to design new interventions in order to control the fast growing epidemic of diabetes. The link encompasses multiple physiological disturbances including obesity. In a review by Qatanani, M. and Lazar, M.A, the authors have examined specific links between insulin resistance and visceral adiposity and excess fat accumulation in blood and tissues 1. They found that there is a direct correlation between the amounts of lipid represented by biomarkers such as total cholesterol, triglycerides and noneesterified fatty acids (NEFA), and the extent of insulin-resistance and rate of prediabetes development. One of the possible underlying mechanisms to insulin-resistance and prediabetes, has been hypothesized to be oxidative stress and inflammation 2-6. Oxidative stress and local and systemic inflammation have been shown to be contributing factors in development of insulin-resistance, prediabetes and eventually T2D. Oxidative stress and inflammation have also been linked to worsening of diabetic symptoms and long-term prognosis 7,8. In addition, diabetes-inflammation has been associated with lipid dysregulation, visceral adipose tissue accumulation and insulin-resistance. Karpe, F. et al.; have shown direct association between levels of inflammatory cytokines, with development of visceral fat