"The need to scale-up effective arthritis self-management programs is pressing as the prevalence of arthritis increases. The Centers for Disease Control (CDC) Arthritis Program funds state health departments to work with established, local delivery systems to embed arthritis programs into their day-to-day work. To encourage organizational ownership and sustainability of programs, funding is restricted only to program start-up costs. The purpose of this study is to identify factors that impacted the success of scaling-up an evidence-based arthritis self-management program, funded by the CDC Arthritis Program, into a large delivery system in Oregon. Using qualitative interviews with program staff and partners (N=46), we identified themes related to barriers and facilitators to scaling-up. Document analysis of administrative records was used to triangulate and expand on findings. Delivery goals defined by the funder were not met in Year 1; only 3 of the expected 28 classes were delivered. Barriers included insufficient planning for implementation driven by pressure to deliver programs and insufficient resources to support staff time. Facilitators included centralized administration of key implementation activities and staffs' previous experience implementing new programs. Implementation improved in subsequent years due to free leader training and support, and flexible delivery protocols. The importance of planning and preparation for implementation cannot be overlooked. Funders, however, eager to see deliverables, continue to define implementation goals in terms of program reach, exclusive of capacity-building. Lack of capacity-building can jeopardize staff buy-in, organizational commitment to and ownership of programs, and implementation quality. Based on our findings coupled with support from implementation literature, we offer recommendations for future large-scale implementation efforts operating under such funding restrictions. Scale-up; Implementation; Translation Key Messages: 1) Thorough planning prior to implementation is essential and cannot be overlooked or rushed. Lack of planning results in poor implementation quality, staff turnover, or discontinued implementation. 2) Defining capacity-building targets in funding contracts in addition to delivery targets legitimizes the value of planning and capacity building, and promotes implementation quality and sustainability. 3) Existing theoretical frameworks help identify pre-implementation planning as prerequisite for successful implementation, however, the activities will need to be tailored to the qualities of the program and the organizational context "