Purpose To examine differences in lifestyle behavioral and psychosocial factors between rural African American women with Class 3 obesity and those with overweight, and Class 1-2 obesity. Design Cross-sectional study. Setting Rural Southeastern United States. Subjects Participants included 289 African American women with a mean age of 56 years, 66% with a high school education or less, and a mean body mass index (BMI) of 38.6 kg/m2; 35% (n = 102) were classified with Class 3 obesity. Measures We objectively measured height, weight, and physical activity steps/day. Self-reported dietary and physical activity behaviors, general health-related quality of life, mental health, and social support were measured with validated surveys. Analysis Chi-Square analysis for categorical variables and analysis of variance (ANOVA) – via multiple linear regression – for continuous variables. Results There were no significant demographic differences between BMI groups, except for age, where women with Class 3 obesity were on average younger (51 vs 58 y, P < .001). Although dietary behaviors did not differ significantly between groups, we observed significant group differences in self-reported and objective measures of physical activity. The age-adjusted difference in means for self-reported total physical activity minutes/wk. was 91 minutes, with women categorized with Class 3 obesity reporting significantly fewer weekly minutes than those with overweight/Class 1-2 obesity (64.3 vs 156.4 min/wk. respectively, P < .01). Among psychosocial variables, only in the physical component scores of health-related quality of life did we find significant group differences – lower physical well-being among women with Class 3 obesity compared to those with overweight/Class 1-2 obesity ( P = .02). Conclusion For African American women with Class 3 obesity living in rural setting, these findings suggest behavioral weight loss interventions may need to target physical activity strategies that address physical, psychosocial, and environmental barriers.