Persons with diabetes mellitus (DM) have a 2- to 4-fold greater risk of death from cardiovascular disease (CVD) than adults in the general population of similar age, and the onset of CVD in patients with DM dramatically worsens prognosis and increases the cost of care. Certain CVD risk factors are amenable to lifestyle modification if physicians provide counseling. This study compared 9496 adults with DM with 150 493 adults without DM using respondents from the 1999 Behavioral Risk Factor Surveillance System to determine the prevalence of modifiable CVD risk factors among adults with DM and the prevalence of counseling by physicians about such risk factors. Persons with DM had significantly higher prevalence of hypertension, high cholesterol, insufficient physical activity, and overweight or obesity than persons without DM. Among persons with DM, women, older adults (>55 years), blacks, and Hispanics were at high risk. The prevalence of CVD risk factor counseling by physicians among persons with DM ranged from 50% (weight loss) to 78% (smoking cessation). The authors conclude that primary care physicians need to improve on counseling about lifestyle modification for adults with DM.