Background: Diabetes, especially T2DM fuelled by increasing rates of obesity, affects over 7% of Australian adults and is increasing at 0.75% per year (1). It is complex and costly to manage and the limited published data suggest that less than half those with diabetes are achieving clinical control targets. Aim: To evaluate the impact of electronically enabled care planning, a CQI cycle and dedicated care facilitation on patient experiences, service uptake, clinical outcomes and cost of care. Study design: Cluster RCT in General Practices in SA, Victoria and Queensland randomized to 3 arms of 50 practices and approximately 2,500 patients with diabetes each: Control (usual care), Intervention group 1 (care planning tool, CQI support) and Intervention Group 2 (care planning tool, CQI, Care Facilitator for every 5 practices, risk-based funding and GP clinical outcome incentives) over a 12 month period. Main Outcome Measures: AQoL-4D, PAID, PHQ-9, PEQD, HbA1c, BP, BMI, Lipids, uptake of Care Plans (GPMP, TCA). Baseline Clinical Results: The target practices (n=150) and patients (n=7,500) were enrolled with 15% of practices withdrawn from the study, spread evenly across the 3 arms. The mean age (65.7 years) and sex (66% males) of participants is similar to a national sample who reported having diabetes in the last National Health Survey, mean BMI is higher among women (33.0) than men (31.2), 10.6% are smokers, 52% have well controlled glycemia (HbA1c<7%) and 13.6% are poorly controlled (HbA1c>8.5). A high proportion (21% overall, and one third of the poorly controlled group) report moderate to severe depression on PHQ-9. Conclusions: In this sample of adults with diabetes in general practice, more than half are achieving target glycemia, however a significant proportion report depression associated with poor control. Managing depression, including increasing physical activity, may improve clinical outcomes in this group.