Food insecurity influences the health of adults with diabetes, however, limited information exists on the contribution of the lived experience of inner-city African Americans on clinical outcomes. The goal of this study was to understand the lived experience and its role in managing type 2 diabetes in inner-city, food insecure, African Americans. Two focus groups and two semi-structured interviews were conducted. Participants had a diagnosis of diabetes and indicated it was difficult to obtain enough food, or worried food would run out. Questions explored a) challenges and barriers in managing diabetes, b) the role of food insecurity in managing diabetes, and c) facilitators and resources that improve diabetes management. A grounded theory approach was used by reviewing field notes and identifying overarching concepts. In addition, following each session, facilitators and notetakers discussed key findings and incorporated into themes identified. Four themes emerged. 1) Barriers to eating healthy foods, included availability and cost of food, lack of discipline to follow a healthy diet, and uncertainty in taste of new foods. 2) Life stressors, included difficult decisions regarding money, the inner-city environment, such as violence and poverty, and needs of family and friends that distract from their needs. 3) Support resources, included obtaining food at pantries, community resources, such as social workers to identify programs and determine eligibility, and faith as an important supportive function. 4) Facilitators to obtaining healthcare, included access to care through insurance and transportation, providers who understood the financial situation and treated them with respect, options for medication, and knowledge of diabetes. Greater attention needs to be paid to the lived experience of inner-city, food insecure, African Americans with diabetes when designing interventions to improve health in this highly vulnerable population. Disclosure R.J. Walker: None. E. Mosley-Johnson: None. L.E. Egede: None. Funding American Diabetes Association (1-19-JDF-075 to R.J.W.); National Institutes of Health (R01MD013826, K24DK093699, R01DK118038, R01DK120861)