The think-aloud method was used to determine factors influencing bread and cereal purchase by low-income African American women that have implications for whole-grain education. Women (N=70) were audiotaped as they thought aloud while purchasing groceries. Because bread and cereal account for the majority of whole-grain products consumed, transcribed verbalizations regarding purchase of bread and cereals were analyzed using content analysis procedures. Cost, preferences, eating and buying habits, and nutrition were the most important factors that influenced purchase. Nutrition issues included a general desire to eat healthy foods and specific concerns about fat, calcium, and calories, but no mention of wanting to purchase whole-grain products. Whole-grain education should focus on identification of whole-grain products, health benefits, and low-cost and tasty whole-grain options for mothers and children.