PURPOSE: Physicians are expected to discuss weight loss with overweight and obese patients. Physicians' beliefs, outcome expectancies, and strategies for addressing weight with patients have not been examined. DESIGN: Two focus groups of family physicians and internists included questions about obesity and how physicians discuss weight loss with patients. SETTING/SUBJECTS: Family physicians (n = 11) and internists (n = 6) from Duke University Medical Center's Department of Community and Family Medicine and Department of Medicine. ANALYSIS: Qualitative analysis approach using grounded theory methodology. RESULTS: Physicians' responses centered on five key themes: (1) responsibility, (2) barriers, (3) target populations, (4) introducing topic, and (5) ways to talk about obesity. CONCLUSION: Physicians have many barriers related to discussing weight loss with patients. Given the obesity epidemic, the need to understand how to have these discussions, when to have these discussions, and with whom to have these discussions becomes paramount to providing effective care for patients with obesity. Limited physician training in weight-loss counseling explains why physicians find it challenging to discuss obesity with patients.