Technical Abstract: Cardiovascular disease (CVD) is the leading cause of death for women in the United States. Although a healthy diet and appropriate physical activity can help reduce risk, few women are engaging in these behaviors. In this study, qualitative methods were used to better understand: knowledge and awareness about CVD in women; perceived threat of CVD; barriers to heart-healthy eating and physical activity; and intervention strategies for behavior change. Four focus groups were conducted with thirty-eight white women aged 40 and older in Kansas and Arkansas. Interviews were carried out with twenty-five Cooperative State Research, Education, and Extension Service (CSREES) agents in those states, and environmental audits were done in three communities. Most women were aware of the modifiable risk factors for CVD. Although they realized they were susceptible, they felt it was something they could overcome. Common barriers to achieving a heart-healthy diet included time and concern about wasting food. Most women had positive attitudes toward physical activity and reported exercising in the past, but found it difficult to resume when their routine was disrupted. The environmental audits suggested that there are opportunities to be physically active, and that with the exception of fresh fish in Kansas, healthful foods are readily available in local food stores. Interventions to change behavior should be hands-on, have a goal-setting component, and include opportunities for social interaction. It is especially important to offer interventions as awareness increases and women seek opportunities to build skills to change behavior.