We describe the development of a telephone-based program, Recreation, Education, and Socialization for Older Learning Veterans (RESOLV) that aims to connect Veterans with one another by phone and thereby reduce loneliness. The program was developed through a collaboration between VA and a community-based organization, Episcopal Senior Communities Senior Center Without Walls (SCWW). Semi-structured interviews were conducted with 18 rural and non-rural dwelling older Veterans to identify leisure interests and potential barriers to participating in leisure activities. Program feasibility was examined with questions about telephone use and interest in and perceived benefits of a telephone community. We conducted content analysis to quantify Veterans' leisure interests and thematic analysis to characterize barriers to participation. Veterans expressed interest most frequently in groups focused on conversation, support, gratitude, and technology. Rural and non-rural participants did not differ significantly in interests. Barriers to current activity participation included limited access to activities, limitations due to physical conditions, and transportation difficulties, which were consistent themes for both rural and non-rural participants. Themes related to perceived benefits of socialization that emerged include connectedness, learning from others, being active despite limitations, and distraction from limitations. Our findings demonstrate how a telephone-based socialization program could be developed and tailored for older Veterans. It seems that such a program is feasible and may be of benefit for older Veterans in rural and non-rural areas. Further evaluation is needed to ascertain the direct benefit of such a program to older Veterans.