Introduction: Pennsylvania's Improving Performance in Practice (IPIP) program is administered by the Pennsylvania (PA) chapters of the American Academy of Family Physicians, American College of Physicians, and American Academy of Pediatrics. The project has provided coaching, monthly measurement, and patient registry support for 155 primary-care practices that participate in the 3-year Pennsylvania Chronic Care Initiative led by the PA Governor's Office of Health Care Reform. Methods: Practices participating in this case study are attending regional Breakthrough Series collaboratives and submitting monthly narrative and clinical outcomes reports. The approaches to education include in-person learning sessions with multidisciplinary practice teams, on-site practice coaching, conference calls, and regular feedback of performance data. More than half will receive financial incentives from more than a dozen participating insurers after becoming nationally recognized Patient Centered Medical Homes by the National Committee for Quality Assurance (NCQA). Results: In the first 6 months, practices showed improvement in diabetes process measures and a high level of engagement in the improvement process. Discussion: Early data reporting, practice preparation for the first learning session, monthly narrative reports from practices, and clear and concrete change packages all seem integral to the improvement process. The future of the PA Chronic Care Initiative will include spreading to more practices and moving beyond the initial work in diabetes and asthma to other aspects of primary care, including prevention. (Contains 2 tables and 3 figures.)