Despite strong evidence that achieving recommended HbA1c, LDL cholesterol and blood pressure (BP) goals can substantially reduce morbidity, mortality, and costs in patients with diabetes, the majority of patients do not achieve these targets. The broad goal of our research program is to successfully translate empirical knowledge regarding diabetes treatment and management into sustainable and effective clinical practice. Current barriers include lack of physician contact time, insufficient education on self-management skills, inadequate strategies to foster behavior change and patient adherence, and the difficulty of translating evidence-based clinical guidelines into practice. Nurse case management (NCM) may offer the opportunity for better outcomes at lower cost. Previous studies have targeted a single clinical parameter (glycemic control) and have not, for the most part, addressed the well-known co-morbidities associated with diabetes such as hypertension, hyperlipidemia, and depression. We propose a three-year, randomized clinical trial examining the impact of enhanced nurse case management added to usual primary care given to high-risk patients with diabetes (HbA1c > 8.5, LDL cholesterol >130, or BP >140/90) and will include a significant minority population. Nurse case mangers will meet at regular clinic visits with the experimental group and engage in a more structured approach to improving patient self-management and behavior change through the use of motivational interviewing techniques. The NCM intervention will also include the provision of basic diabetes self-management education, tracking of patient outcomes, and implementation of standing orders for process . measures. Clinical guidelines will be used to prompt physician action and nurses will provide individualized patient follow-up . Our study is unique in addressing several shortcomings in the NCM literature- cost effectiveness, durability of effect, impact on quality of life and adherence of patients ; and satisfaction of both patients and providers. A structured training program will be used and specifics of the intervention will be well documented. Finally, we will examine the barriers encountered and means for overcoming them, as well as the organizational elements that are necessary to successfully implement this multiple risk factor intervention in high-risk populations.