With an estimated total cost of $90 billion ($12.5 Billion for medical care alone) and an overall prevalence of about 6%, diabetes has an impressive impact on the health care system. Between 90 and 95% of all diabetes cases consist of type 2 diabetes. the prevalence of type 2 diabetes among African-American women is particularly high and is estimated to be at least 30% for those over the age of 55. African-Americans are not only at greater risk of developing type 2 diabetes, but experience twice the rate of nephropathy, retinopathy, amputation, and in-hospital mortality related to amputations. Exercise, diet and weight control represent known and potentially modifiable risk factors for the management of complications related to type 2 diabetes. For many type 2 diabetes patients, however, moderate weight is very difficult to maintain and interventions to reduce weight have had limited success. Theoretically, exercise can improve metabolic control independent of weight loss, and a few small intervention studies have confirmed that moderate-intensity exercise (55 to 70& of maximum heart rate) can improve HbA1c by at least 15% within 8 to 12 weeks with little or no weight loss. in addition, exercise holds great importance for cardiovascular health and overall quality of life. The vast majority (i.e. at least 80%) of persons with type 2 diabetes, however, do not exercise. for this reason, physician referral for exercise has been widely recommended. Its effectiveness has rarely been tested, but a small unpublished study using physician-initiated referral to a carefully designed group-based exercise program produced a 36% adoption rate among 22 African-American women over 50 years of age, and 7 of the 8 who adopted have participated for over 18 months. The primary aim of this study is to implement, support and evaluate a pragmatic physician-initiated exercise referral program for up to 24 months in three separate community based primary care clinics. The primary outcomes will be rates of group-based exercise adoption and maintenance and changes in overall physical activity level. The secondary aims will be to identify baseline predictors of exercise adoption and maintenance and overall physical activity level over the course of the intervention period and assess the effect of exercise on health and clinical outcomes. Measures for secondary aims include HbA1c, insulin and oral hypoglycemic dosages, blood pressure and heart rate at rest and at set workloads during progressive exercise testing, weight, anthropometrics, skinfold thicknesses, self-rated health and function and exercise self-efficacy.