Objectives: There are disparities in cardiovascular disease (CVD) among African-American women and culturally adapted interventions are needed for this population. The purpose of this study was to conduct qualitative research to inform a cultural adaptation of the evidence-based Strong Women - Healthy Hearts intervention for midlife and older African-American women. Methods: Eligible participants were African-American women age ≥ 40 years, BMI ≥ 25, and sedentary. The study guide explored perceptions of heart disease and prevention using a novel construct, 'abundant life'. Twenty-two participants attended focus groups (N=5). A directed qualitative content analysis approach was used. Results: Participants described an abundant life as lack of stress, good health, and supportive relationships. Facilitators of abundant life and cardiovascular health often overlapped, including healthy diet, exercise, positive family and community ties, and spirituality. Key barriers included family caregiving burdens and the enduring legacy of racism which contributed to stress, environmental barriers to healthy eating and physical activity, and discriminatory experiences in the healthcare system. Conclusion: Participant responses were provided within the context of their personal values and social identities, providing insights that may support adaption of behavioral interventions for this high-need population.