Background (Background, Rationale, Prior Research, and/or Theory): Availability of healthier foods through full-service grocery stores contribute to dietary choice and risk of related chronic diseases. However, evidence is not strong that simply bringing new supermarkets to underserved neighborhoods improves food purchasing, consumption, and health outcomes of local consumers. Objective: The purpose was to identify concerns facing existing grocery stores operating outside mainstream retail food locales in making food available to low-income households within a changing global food retail environment. Study Design, Setting, Participants, Intervention:We conducted a qualitative study using research methods based on grounded theory at three research sites representing rural, village, and inner city communities in upstate New York. A naturalistic approach was used to understand the experience of running a grocery business from the perspective of grocers living and working in underserved locations. The social-ecological model framed the project. Three organizational models were examined: chain stores, franchises, and independently-owned operations. Fourteen retail owners and managers, with 28 of their customers, were recruited using purposive and theoretical sampling and then interviewed. Outcome Measures and Analysis: The constant comparative method and periodic peer debriefings led to focusing on organizational structures and locations. Analysis included coding, diagramming and matrix construction. Results: Grocers reported these concerns influencing ability to run their business: consumer demand, product management (access to wholesale distribution channels), employee and labor relations, local and global competition, access to capital, government relations at all levels. Meaningful differences were found between chain and nonchain stores in their ability to perform economic functions versus social functions important to underserved neighborhoods. Conclusions and Implications: Two grocery store operator management typologies emerged, one more capable of meeting community economic needs, the other more attuned to social needs. These appear related to chain vs. non-chain store structure. By familiarizing themselves with what grocers need in order to stay in business, those advocating for retail food availability in underserved areas can better support existing stores. Funding: USDA, NIH.