BACKGROUND: African-American women have the highest breast cancer death rates of all racial/ethnic groups in the US. Reasons for these disparities are multi-factorial, but include lower mammogram utilization among this population. Cultural attitudes and beliefs, such as fear and fatalism, have not been fully explored as potential barriers to mammography among African-American women. OBJECTIVE:To explore the reasons for fear associated with breast cancer screening among low-income African-American women. METHODS:We conducted four focus groups (n=29) among a sample of African-American women at an urban academic medical center. We used trained raceconcordant interviewers with experience discussing preventive health behaviors. Each interview/focus group was audio-taped, transcribed verbatim and imported into Atlas.ti software. Coding was conducted using an iterative process, and each transcription was independently coded by members of the research team. MAIN RESULTS:Several major themes arose in our exploration of fear and other psychosocial barriers to mammogram utilization, including negative health care experiences, fear of the health care system, denial and repression, psychosocial issues, delays in seeking health care, poor health outcomes and fatalism. We constructed a conceptual model for understanding these themes.CONCLUSIONS: Fear of breast cancer screening among low-income African-American women is multi-faceted, and reflects shared experiences within the health care system as well as the psychosocial context in which women live. This study identifies a prominent role for clinicians, particularly primary care physicians, and the health care system to address these barriers to mammogram utilization within this population.KEY WORDS: breast cancer; mammography; African-Americans; barriers to healthcare.