Minorities, women, and disadvantaged persons are more likely to have diabetes and suffer the consequences of type 2 diabetes. Recent trials (including ACCORD) have attempted to reduce CVD by intensive management of glucose, lipids, and hypertension in adults with diabetes, with disappointing results, suggesting that normalization of glucose and BP may be associated with increased risks (including mortality, and side effects) without substantial reduction in CVD incidence. A major trial is ongoing (Look AHEAD) testing a different approach; namely to promote lifestyle changes to reduce weight and increase physical activity in order to address the underlying obesity which is exceedingly prevalent among adults with Type 2 DM. One year and 4 year results have been published and demonstrated the feasibility of lifestyle changes in modifying weight and risk factors, with fewer medications rather than more. Because minority and lower SES T2DM patients are highly likely to be overweight or obese, this project aims to translate the Look AHEAD intervention into an intervention suitable for delivery to these populations either in the clinic or the community.