 Study Methodology A 1-year, prospective trial study of 30 obese subjects with T2DM treated with insulin randomized to 2 groups: standard care SC or Meal Replacement group MR. The SC will receive usual care at Roybal Diabetes Management Clinic DMC. The MR will receive MRs and a lifestyle course in addition to the usual clinical care at the Roybal DMC. Phase 1 consists of 3-months 1200 -1400cal diet using full MR. Phase 2 consists of a 3-month transition to the same caloric intake using regular meals and 1 MRday . Phase 3 consists of a 6-month weight loss maintenance period with 1 MRday. This will be about 1400-1600 caloriesday for women and 1800 to 2000 caloriesday for men. Individual and group educational, support and counseling visits will be components of all 3 phases of the study. 