Background: We examine the implementation of a DPP in the San Francisco Health Network, a safety net serving over 140,000 patients. We also evaluate the success of patients referred to a YMCA DPP, including the role of incentives (gym memberships and food vouchers). Methods: Overweight patients with prediabetes were referred, screened for eligibility and readiness, and invited to participate in a CDC-approved digital or in-person DPP. The YMCA’s DPP groups were led by a trained lifestyle coach, in English or Spanish, with 16 weekly core sessions followed by nine maintenance sessions over a year. Sessions were held at health care sites or at a YMCA (3 of 5 sites had gyms). Gym memberships were offered at no cost to all participants. Continued membership required meeting attendance metrics. Food vouchers became available to participants in Spring 2019. Results: From August 2017 to October 2019, 650 patients were referred to the DPP, 168 (25.8%) were reached, passed a readiness assessment and chose to participate. Of those, 110 patients expressed interest in the YMCA and 73 have registered for one of eight classes that are now past 16 weeks. Of those 73 patients, 64 officially enrolled (e.g. attended at least one session in the first four weeks). Enrolled patients were majority female (78.1%) and 45.3% reported a family history of DM. Average age was 47.9 ± 12.2 y, BMI 37.7 ± 8.4, A1c 5.8% ± 0.3. More than half (56.3%) were Hispanic/Latino, 17.2% Black, 9.4% Asian. Exactly half were English- and half Spanish-speaking. Of the 64 enrolled patients, 42 were retained in the DPP (e.g. attended four or more sessions). These patients attended an average of 11.8 ± 3.4 of the core 16 sessions. At wk 16, average weight loss was 2.2% ± 3.9 (N=40, range -4.4, 16.7); 20% of patients lost at least 5% of their initial body weight. Regarding incentives, 76% of the retained patients activated their gym membership. Average monthly gym attendance was 9.1 ± 9.1 visits with monthly visits maintained over 180 days. Gym visits positively correlated with weight loss (r2= 0.42) and there was a non-significant trend towards more frequent gym visits by patients enrolled at sites with a gym (11.8 ± 10.9 vs 6.5 ± 6.2). Comparison of Spanish-speaking participants who received food vouchers to those who did not showed a non-significant trend towards improved attendance (12.1 ± 3.0 vs 9.6 ± 3.7 of 16) and 16 wk weight loss (2.2% ± 3.4 vs 0.3% ± 2.4). Additional follow-up data at 36 wks available on 19 patients showed a sustained weight loss of 3.8% ± 6.6 compared to 2.4% ± 4.3 at 16 wks. Conclusion: While DPPs have been widely promoted, real-world implementation has been challenging. Understanding the delivery of DPPs in safety net populations is important given barriers to attendance. Our results show early modest weight loss in those enrolled in the YMCA DPP and suggest incentives such as gym memberships and food vouchers may improve attendance and weight loss.