Investigators examined correlates of depressive symptoms within a sample of older adults with diabetes. Participants completed a structured telephone interview with measures including depressive symptoms, health conditions, cognitive function, and diabetes distress. Correlations and hierarchical linear regression models were utilized to examine bivariate and covariate-adjusted correlates of depressive symptoms. The sample included 246 community-dwelling adults with diabetes (≥ 65 years old). In bivariate analyses, African Americans, individuals with specific health issues (neuropathy, stroke, respiratory issues, arthritis, and cardiac issues), and those with higher levels of diabetes distress reported more depressive symptoms. Older age, higher education, more income, and better cognitive function were inversely associated with depressive symptoms. In the final covariate-adjusted regression model, stroke (B =.22, p <.001), cognitive function (B = -.14, p <.01), and higher levels of diabetes-related distress (B =.49, p <.001) each were uniquely associated with more depressive symptoms. Diabetes distress partially mediated the associations between cardiac issues and depressive symptoms and between cognitive function and depressive symptoms. Findings suggest that interventions targeted at helping older adults manage their diabetes-related distress and reducing the likelihood of experiencing additional health complications may reduce depressive symptoms within this population.