The Pediatric Physician’s Organization at Children’s (PPOC) is a statewide network affiliated with an academic medical center in the Commonwealth of Massachusetts, serving approximately 500000 children in the State. With more than 80 independently owned practices affiliated with the network, 500 PCPs, and 100 integrated BHCs, the PPOC has significantly increased access to BH, and its focus on education and BH quality measures has improved the quality of BH care for children in the State. There are multiple challenges to achieving a systematic approach to integrated care delivery in a broad and diverse context like the PPOC network. Nevertheless, there have been many successes and accomplishments. This presentation will examine the PPOC BHIP program from its inception more than a decade ago, reviewing its educational and quality components, programmatic outcomes, challenges, successes, and evolution, followed by a glimpse at program strategy and future projects for the years to come. In the last part of the presentation, participants will be able to direct questions and engage in a discussion with the presenters.