It is increasingly acknowledged that diabetes and other chronic illnesses are major public health problems. Medicare and many managed health care organizations have recognized the enormous personal and societal costs of uncontrolled diabetes in terms of complications, patient quality of life, and health care system resources. However, the current system of reactive acute-episode focused disease care practiced in many settings does not adequately address this public health problem. An alternative proactive, population-based approach to chronic illnesses such as diabetes is proposed and illustrated. This multilevel systems approach addresses supportive and inhibitory social-environmental factors at multiple levels (personal, family, health care team, work, neighborhood, community). Key disciplines contributing to a population-based approach to diabetes include epidemiology, behavioral science, health care services, public health, health economics, and quality of life professions. Current and potential contributions of each of these disciplines are illustrated and an integrative, population-based systems approach to diabetes management and prevention of complications is proposed. This approach is also seen as applicable to other chronic illnesses.