Purpose. To explore differences and similarities in environmental, personal, and behavioral factors influencing eating behavior among low-income women of varying weight status. Design. Focus groups (n = 16) were used to collect qualitative data. Quantitative data collected included demographic, lifestyle, and anthropometric (heights and weights). Setting. Community centers, libraries, and homeless shelters in low-income neighborhoods. Participants. Of the 83 participants, 58% were African-American, 28% were white, and the remainder were American Indian, Hispanic, or mixed race. A total of 35% of participants were lean/normal (body mass index < 25 kg/m(2)) and 65% were overweight/obese (body mass index > 25 kg/m(2)). Method. Focus group methodology was used to collect data on 83 participants. Social Cognitive Theory (SCT) provided the theoretical basis. Transcripts were analyzed using the open-coding method and comments between lean/normal and overweight/obese women were systematically compared. Results. Focus group themes were food environment, aberrant eating behavior, health values, and beliefs. Differences in personal and behavioral factors were apparent between overweight/ obese and lean/normal women, with the former group frequently discussing emotional eating, overeating, and stashing food, and the latter group communicating greater nutrition knowledge and describing regular physical activity. Both groups similarly expressed experiences with food insecurity and lived in low-income environments. Conclusion. For low-income women, personal and behavioral factors may modify the influence of their obesogenic food environment. Further research within the context of SCT should examine differences between lean/normal and overweight/obese women living in the same environment.