The emphasis on integrated education and practice has reached a peaked fervor in the United States. Although there has been a consensus since 1972 at the first Institute of Medicine meeting, “Interrelationships of Educational Programs for Health Professionals” (IOM, 1972), when over 120 leaders from allied health, dentistry, medicine, nursing, and pharmacy met together to consider a national discussion on inter-professional education, it has only been in the last five years that we have seen the greatest advancement in inter-professional care and education. The transformation was slow, in part, for the same reasons as the international community found when complicated organizations with complex funding streams, and “silo” education, tried to work together to facilitate patient care. The motivating forces for transformation to integrated care, however, are powerful and include cost of errors, poor utilization of resources, workforce development and a focus on the shift to population and system based care and education. This presentation will review a process of developing integrated care and education as part of the start of a new medical school in South Texas. With a confluence of factors that contributed to the establishment of a new medical school and training programs, senior leadership focused on the development of an integrated care clinic and integrated collaborative for research, education and practice. The goal of this project is to develop a robust, talented, and experienced team of educators, clinicians, and researchers to plan and implement an education system in an under-served and border region in South Texas. The aim of the inter-professional collaboration is to design a new medical school curriculum, produce integrated clinics and learning sites, and provide a template for inter-professional education and 15th International Conference on Integrated Care, Edinburgh, UK, March 25-27, 2015 1 International Journal of Integrated Care – Volume 15, 27 May – URN:NBN:NL:UI:10-1-116952– http://www.ijic.org/ clinical care to a high need impoverished area. The Rio Grande Valley (RGV), the targeted population and major stakeholder, borders Mexico and is a highly transient, multi-cultural region where bi-directional international care creates a unique challenge compared to the other regions in the United States. Over a time period of three years, two large Texas Universities will combine to form the UT-RGV. Included in this collaboration are a school of medicine, school of health sciences with pharmacy, physician assistant, social work, and nursing, a school of public health, physician owned hospital, and the County Health and Human Services. This collaboration has joined to submit two grants on integrated care and education and developed the curriculum for a new medical school. The presenters will review how large multi-organizational communities come together to plan and implement a system of integrated care and education. Results of the process to develop an integrated community care clinic with a focus on sustainability and transferable system of collaborative education, care, and research within a new school of medicine curriculum will be reviewed. The presenters will discuss lessons learned, what worked well and how the consortium utilized resources, communication, and problem solving to produce an interprofessional system for the future. Interaction with attendees will be encouraged to strengthen the learning experience, further collaboration and promote international partnerships.