Problem: Although over 80% of all physician visits by adults with type 2 diabetes are to primary care physicians, little is known about the content of those visits, what diabetes-specific services are provided, and the number of issues addressed. Participants: Direct observation of visits by 8-10 adult patients with type 2 diabetes in 18 different primary care offices. Data Collection: A trained observer was present in the exam room for each visit and recorded number of topics discussed, length of the visit, number of prescriptions refilled, number of diabetes-specific services accomplished and number of physical exam items done. Outcome Measure: Delivery of an indicated diabetes-related service was counted as ‘yes’ if any of the following five services had not been done in the past 12 months and were performed during the observed visit: a foot exam, a referral for an eye exam, a HbA1c, lipid profile or micro-albumin test; or if diet was discussed during the visit. A total of 175 visits were directly observed in 18 different clinics. The mean number of additional chronic illnesses per patient was 4.6 (SD 2.3) The mean number of chronic medications per patient was 6.4 (SD 3.1) A mean of 2.2 (S.D. 1.8) medication prescriptions were provided during the visit. In 25% of all visits there was a change in medications. The mean length of each visit was 17.5 (S.D. 9.1) minutes. An average of 15.5 (S.D. 7.7) topics were discussed per visit, for an average of 1.1 minutes per topic. 71% of all patients presented with an acute complaint. (Figure 1) Out of 10 possible physical exam items, a mean of 4.3(S.D. 2.7) were performed per visit. The percent delivery of each indicated diabetes service is shown in Figure 2. As the number of topics discussed increased, so did the mean length of visit(r = 0.56, p<.001) (Figure 3)). Visits with delivery of all indicated diabetes services were significantly longer than visits where less than all services were delivered. (t-test = 2.90, p <.05) (Figure 4)  Visits by adult patients with type 2 diabetes to primary care physicians are complex and demanding.  Prior studies in primary care settings have found that multiple competing demands during the physician-patient encounter force clinicians to prioritize those demands and only deal with the most pressing or symptomatic problem.  A similar phenomenon may limit the delivery of indicated diabetes related services in this setting.  Interventions designed to improve the quality of diabetes care in primary care practices should take into account the complex competing demands within the primary care office encounter. Selected Results Background and Methods Conclusions Results Figure 1 Figure 3 Figure 2 Figure 4 Content of Primary Care Visits by Adults with Type 2 Diabetes A STARNet Study Michael L. Parchman, MD, MPH; Jacqueline A. Pugh, MD; Raquel Romero, MD Content of Primary Care Visits by Adults with Type 2 Diabetes A STARNet Study Michael L. Parchman, MD, MPH; Jacqueline A. Pugh, MD; Raquel Romero, MD Acknowledgement: Funding for this study was provided by AHRQ, Grant # K08 HS ; HRSA Grant # 5D12HP ; the Department of Veteran Affairs, HSR&D; and the South Texas Health Research Center. Special thanks to the physicians and staff of the South Texas Ambulatory Research Network. (STARNet) Contact