African Americans and overweight or obese women are at increased risk for excessive gestational weight gain (GWG) and postpartum weight retention. Interventions are needed to promote healthy GWG in this population; however, research on exercise and nutritional barriers during pregnancy in African American women is limited. The objective of this qualitative study is to better inform intervention messages by eliciting information on perceptions of appropriate weight gain, barriers to and enablers of exercise and healthy eating, and other influences on healthy weight gain during pregnancy in overweight or obese African American women. In-depth interviews were conducted with 33 overweight or obese African American women in Columbia, South Carolina. Women were recruited in early to mid-pregnancy (8-23 weeks gestation, n = 10), mid to late pregnancy (24-36 weeks, n = 15), and early postpartum (6-12 weeks postpartum, n = 8). Interview questions and data analysis were informed using a social ecological framework. Over 50 % of women thought they should gain weight in excess of the range recommended by the Institute of Medicine. Participants were motivated to exercise for personal health benefits; however they also cited many barriers to exercise, including safety concerns for the fetus. Awareness of the maternal and fetal benefits of healthy eating was high. Commonly cited barriers to healthy eating include cravings and availability of unhealthy foods. The majority of women were motivated to engage in healthy behaviors during pregnancy. However, the interviews also uncovered a number of misconceptions and barriers that can serve as future intervention messages and strategies.