Objective: To understand concerns, barriers, and facilitators for change in women in blue-collar worksites. Methods: Focus groups were conducted with 121 women in four small-to medium-sized workplaces in rural North Carolina. Results: Concerns centered on wellness (exercise, healthy eating, weight loss, smoking cessation). Women saw the importance of changing unhealthy health behaviors but lacked the skills and information to make changes. Major barriers to change were no time and no willpower. Social support in the workplace was considered a potential facilitator for change. Conclusion: Findings helped design a worksite health-promotion intervention using tailored health messages and natural (lay) helpers.