Osteoarthritis (OA) is the most common chronic condition and principal cause of disability among older adults. The current obesity epidemic has contributed to this high prevalence rate. Fortunately both OA symptoms and obesity can be ameliorated through lifestyle modifications. Physical activity (PA) combined with weight management improves physical function among obese persons with knee OA but evidence-based interventions that combine PA and weight management are limited for this population. This paper describes a comparative effectiveness trial testing an evidence-based PA program for adults with lower extremity (LE) OA, Fit and Strong!, against an enhanced version that also addresses weight management based on the evidence-based Obesity Reduction Black Intervention Trial (ORBIT). Adult participants (n=400) with LE OA, age 60+, overweight/obese, and not meeting PA requirements of >=150 minutes per week, are randomized to one of the two programs. Both 8-week interventions meet 3 times per week and include 60 minutes of strength, flexibility, and aerobic exercise instruction followed by 30 minutes of education/group discussion. The Fit and Strong! education sessions focus on using PA to manage OA; whereas Fit and Strong! Plus addresses PA and weight loss management strategies. Maintenance of behavior change is reinforced in both groups during months 3 - 24 through telephone calls and mailed newsletters. Outcomes are assessed at baseline, and 2, 6, 12, 18, and 24 months. Primary outcomes are dietary change at 2 months followed by weight loss at 6 months that is maintained at 24 months. Secondary outcomes assess PA, physical performance, and anxiety/depression.