To identify barriers and facilitating factors associated with Papanicolaou (Pap) smear use among African American and Latina women. Descriptive, exploratory. Fifty-two African American and Latina women recruited from health and social service agencies. Guided by the Theory of Planned Behavior, focus group interviewing and an open-ended questionnaire were used to identify cancer beliefs and salient behavioral beliefs, referents, and control beliefs about Pap smears. False-negative results, financial burden, and the role of the physician were the most salient beliefs for African American women. For Latinas, embarrassment, use of a cold or unclean speculum, and discomfort were the most salient beliefs. Salient referents for African American and Latina women were physicians and male partners; access to Pap smear screening and financial assistance were their frequently held control beliefs. Beliefs regarding cancer fatalism were consistent with reports of national samples of African American and Latino adults. Cancer beliefs among African Americans and Latinas have not changed significantly in the past 10-15 years, despite increased national cancer education and screening advertisements. Moreover, as issues regarding Pap smear use remain the same, new concerns develop. Specifically, beliefs about speculums, perceptions of discomfort, perceptions of disapproval of physicians and male partners, fear as a motivator and inhibitor, and lack of information about cervical cancer and Pap smear screening present new concerns for these women. The findings provided data needed to develop a questionnaire that will be used to test Pap smear screening intentions among African American and Latina women.