No chronic illness presents greater challenges to eliminating disparities in health than diabetes. East Harlem is the epicenter in New York City of the intertwined epidemics of obesity and diabetes. Its predominantly low income, Black and Latino residents have insufficient resources to cope with the myriad forces that fuel these epidemics. Research programs proving that modest weight loss and increased physical activity prevent or delay diabetes are too cumbersome to be put to use in communities like East Harlem. Many initiatives do not embody the kind of community voice, support, and participation that is sustainable for long term results. On the other hand, innovative approaches that include true community partnerships often do not incorporate rigorous research designs and methods that measure impact. In the last two years, East Harlem residents and researchers conducted assessments, decided to focus on pre-diabetes in an effort to develop a community-based diabetes prevention intervention. A Community Action Board, supported by researchers, developed and piloted a trial to determine the impact of a peer-led community-based course in achieving weight loss and ultimately in preventing diabetes. Project HEED (Help Educate to Eliminate Diabetes) offers information about pre-diabetes, while motivating and supporting people to find ways to change their lifestyles that are consonant with their social, economic and environmental realities. In just three months, we enrolled 99 overweight, primarily Latino, uninsured, low income East Harlem adults whom we found to be pre-diabetic through numerous community screenings, and HEED classes are underway. Researchers learned that sharing vision, power and control with people directly impacted by the problem they are studying, can lead to novel interventions and very successful recruitment strategies. Community leaders learned research skills, became published authors and gave workshops on community-based participatory research. Based on this successful and informative pilot phase, we are now prepared to conduct a full-scale effectiveness trial. Our partnership now aims to analyze and revise the HEED pilot and our study design. We will then recruit and enroll 400 overweight adults with pre-diabetes into a randomized-controlled trial to test the effectiveness of Project HEED, primarily on weight loss and secondarily on physical activity, quality of life and development of diabetes, and disseminate our findings locally, regionally and nationally. If successful, this community-led and based, low-cost program could spread through East Harlem and other minority communities across the nation.