Ethnic minorities have both a higher prevalence diabetes and a high incidence of diabetes related complications. While these complications can be reduced or delayed by intensive management of hemoglobin A1c (A1C), blood pressure (BP), and lipids, control of risk factors among adults with DM in the US is suboptimal. Minority and underserved patients are more likely to have poorer control of diabetes and related risk factors for complications. The Look AHEAD trial has demonstrated improved risk factor control among overweight or obese diabetes patients who received an intensive lifestyle intervention at both one and four years after enrollment. Translating such findings into accessible and effective weight loss programs is a major public health challenge. We propose "Lifestyle interventions for Treatment of Diabetes" (LIFT Diabetes). The overall goal is to investigate two approaches to improving risk factor control; one which is modeled after Look AHEAD and is designed to achieve 7% weight loss and increase physical activity to > 175 minutes per week among minority and lower income diabetes patients via a 12-month, group based liefestyle intervention, using community health workers supervised by an interventionist. Participants will have up to 4 group visits/month and up to 12 individual contacts/year. The other approach will promote Diabetes Self Management (DSM) by educating participants regarding health behaviors which lead to improved diabetes control; this arm is also 12 months, and is delivered in the clinic by intervention staff via monthly group visits and up to 12 individual contacts/year. We will randomize 260 overweight or obese adults with diabetes to either model, and determine the impact on outcomes (UKPDS-estimated CVD risk, risk factor control), weight, physical activity, medication use, cost, resource utilization, and safety at 12 months, and after transitioning back to usual care, at 24 months. The hypotheses are that the community based intervention results in 10% relative reduction in CVD risk compared to clinic-based intervention; the interventions are equivalent with respect to adherence and participant satisfaction; and the community based intervention is associated with lower cost than the clinic based intervention. Translating evidence based, lifestyle strategies, and targeting minority and underserved patients, will yield, if successful, models for addressing diabetes-related health disparities.