Weight loss and maintenance continues to be problematic for individuals who are overweight or obese. It is established that weight loss improves chronic risk factors for metabolic syndrome; however, weight management programs that have been proven efficacious are seldom translated into the health care community. In particular, those who live in rural locations may not have access to the resources available to their urban counterparts. We have a successful weight management program termed University of Kansas Weight Management Program, (KWMP) that has been ongoing since 1986. KWMP is grounded in social cognitive theory and has consistently provided >10 percent weight loss at 6 months in a wide array of individuals. We have recently developed a phone based delivery system for KWMP that eliminates many barriers for providers and participants by substituting group conference calls for face-to-face clinics (GP) and by delivering weight loss materials and products directly to the participant. In this fashion, the health educator and participants can reside in any location and receive the same information that has traditionally been delivered in the clinic. We have also developed and tested a less intensive version of KWMP delivered individually by phone termed IP that involves less contact between health educator and participant but also results in clinically significant weight loss (i.e.,>7 percent). e propose to translate our university based program by training rural health care providers to deliver GP, IP, and an enhanced version of usual care (EUC) for individuals that are overweight and obese. This design will allow us to determine the effectiveness of gradients of care for weight management, including cost effectiveness and improvement in risk factors for metabolic syndrome when delivered by rural health care providers. Overweight and obese adults will be randomly assigned to GP, IP, or EUC for a 24 mo. trial of 6 mos. weight loss, 12 mos. weight maintenance) and 6 mos. no contact follow-up. Specifically, we expect GP to provide significantly greater weight loss than IP, and IP to provide significantly greater weight loss than EUC at 6 months. Secondary aims include weight change at 12, 18 and 24 months, cost effectiveness analysis, changes in chronic disease risk factors (i.e., metabolic syndrome), and associations between adoption of intervention components and magnitude of weight loss and maintenance. Extensive process analysis will document the fidelity of the interventions delivered by rural health care providers, challenges and barriers to effective implementation, and use of program specified activities. Should the phone interventions translate successfully; rural clinics will have one or more new evidence and cost based options to improve weight management for residents of rural areas.