Ok, this is the difference between Atkins and South Beach. With Atkins you are very limited to the "good carbs" you can eat after your 2 week induction phase. With South Beach, after your 2 week phase cutting out virtually all carbs, you are able to reintroduce good carbs back into your diet, such as fruit, 100% whole wheat breads,whole wheat pasta and brown rice, and beans. Still, you need to cut out all white refined flour, sugar and potatoes (that is the hardest for me, however I just read an article that said they have created a lower calorie, lower carb potatoe. Waiting for it to hit the market, haven't had one since January). The key is moderation, even with the "good carbs". It takes a little while to get used to the taste and texture of whole wheat pasta, but once you do, you will love it and probably not want the other stuff. I know I don't. I have not had any sugar either since January, I use Splenda for virtually everything. It is very good to bake with. There is a very good pizza recipe in the South Beach Diet cookbook. Also, they make a great frozen South Beach pizza. It is very good. Anyway, cutting out all white refined flours, all white rice, potatoes, and sugar has helped me to loose 35 lbs. and counting. I feel so much better and have a lot more energy!!! Good luck to you Phay and KY Oyster!!!!