Woohoo, LOVE this thread! I don't count my carbs, I just eliminated simple sugars like white bread, rice, potatoes, etc. and switched to carbs with a higher glycemic index, and much smaller/fewer servings. I doubled my green veggie intake, lots of romaine lettuce for salads and wraps, broccolini, asparagus, avocado, artichoke, spinach... Nuts, eggs, fish, bacon, all kinds of meat, really. With all the veggies, the meat isn't clogging up my system at all. I'm losing weight like crazy! I switched to flavored waters and tea, no more juice except for V8 once in awhile, or a low-cal cranberry blend. I don't limit cheese or yogurt, cream, etc. I just make sure it doesn't have a lot of added sugar! The hardest thing for me is giving up corn chips and popcorn. I still haven't found a good substitute for popcorn.