Despite strong evidence about the optimal treatment of diabetes, care often remains suboptimal. One recent examination of a national sample of diabetes patients found that less than 10% of patients surveyed were in optimal blood sugar, blood pressure and cholesterol control. One recently discovered barrier to optimal diabetes care is poor health literacy. Poor health literacy affects over 90 million Americans. Our research group was one of the first to demonstrate that low health literacy was independently associated with worse diabetes knowledge, self-management, and glycemic control (A1C). Numeracy (math skills) is an understudied component of literacy that is essential for many tasks in diabetes including glucose monitoring, assessing carbohydrate intake, and medication adjustment. Recently, our group demonstrated that poor numeracy is common in adults with diabetes and significantly associated with worse diabetes self-management, self- efficacy, and A1C. Addressing literacy and numeracy represent an exciting opportunity to improve diabetes care, because these are potentially modifiable risk factors. We recently performed four trials at academic medical centers that suggest that addressing literacy and numeracy can improve diabetes control. The aim of the proposed study is to perform a cluster-randomized trial to assess the efficacy of a low- literacy/numeracy-oriented intervention to improve diabetes care in under-resourced communities in Tennessee. The state of Tennessee now has a higher prevalence of diabetes then any other state in the nation. The study will occur in Tennessee Department of Health safety net primary care clinics in middle Tennessee. These primary care clinics provide diabetes care for a predominantly uninsured population at high risk for poor diabetes related health. The study represents a novel partnership between the Tennessee Department of Health and the Vanderbilt Diabetes Research and Training Center to improve care for a vulnerable population of diabetes patients. Ten State Health Department Clinics located in medically underserved areas will be randomized, and a total of 400 diabetes patients will be enrolled. Health Care Providers at the 5 control sites will receive standard diabetes education and the use of educational materials from the National Diabetes Education Program. Health Care Providers at intervention sites will receive training in clear health communication skills, and a Diabetes literacy and numeracy sensitive Educational Toolkit to use in partnership with their diabetes patients. Primary outcomes will include A1C, Blood Pressure, Cholesterol, Weight, Self-Management, and Self-Efficacy at 1 year. Patients will be followed for 2 years to assess sustainability. A cost-effectiveness analysis will be performed. The products of this study (health communication skills training modules and educational materials) will be disseminated via public access on the Internet. If successful, the proposed model will be disseminated across the State and will be a model for other Health Departments and clinics across the nation.