Patients with diabetes are usually placed on exchange system diets to ensure a nutritionally adequate intake. However, there have been few studies which have actually compared the nutritional adequacy of diets selected by patients on exchange system diets, with that selected by patients on the calorie-counting diets typically used in behavioral weight control programs. This study compared the nutritional adequacy of the diets selected by overweight patients with Type II diabetes who had been randomly assigned to either an exchange system diet or a calorie-counting diet. Three-day food diaries were completed by all patients at the start and end of a 16-week weight control program. No significant differences were observed between patients on the calorie-counting diet compared to those on the exchange system diet with respect to nutrient intake, macronutrient distribution, or percent of the RDA obtained. Patients on both types of diet reported decreases in the proportion of calories from fat. The average intake exceeded 100% of the RDA for all nutrients except calcium. This study suggests that patients are able to improve the nutritional adequacy of their intake while following either a calorie-counting or an exchange system diet.