A rising number of low-income African-American mothers gain more weight in pregnancy than is recommended, placing them at risk for poor maternal and fetal health outcomes. Little is known about the perceptions of mothers in this population that may influence excessive gestational weight gain. In 2010-2011, we conducted 4 focus groups with 31 low-income, pregnant African-Americans in Philadelphia. Two readers independently coded the focus group transcripts to identify recurrent themes. We identified 9 themes around perceptions that encouraged or discouraged high gestational weight gain. Mothers attributed high weight gain to eating more in pregnancy, which was the result of being hungrier and the belief that consuming more calories while pregnant was essential for babies' health. Family members, especially participants own mothers, strongly reinforced the need to "eat for two" to make a healthy baby. Mothers and their families recognized the link between poor fetal outcomes and low weight gains but not higher gains, and thus, most had a greater pre-occupation with too little food intake and weight gain rather than too much. Having physical symptoms from overeating and weight retention after previous pregnancies were factors that discouraged higher gains. Overall, low-income African-American mothers had more perceptions encouraging high gestational weight gain than discouraging it. Interventions to prevent excessive weight gain need to be sensitive to these perceptions. Messages that link guideline recommended weight gain to optimal infant outcomes and mothers' physical symptoms may be most effective for weight control.