African-American women have lower rates of breast cancer screening than Caucasian women. Discomfort during mammography may deter women from rescreening. Research to date has focused primarily on Caucasian women. This study examined mammography-associated discomfort among urban, low-income African-American women, and how discomfort influenced rescreening intentions. Using survey data from 530 urban African-American women aged 45 years and older, we assessed sociodemographic, psychological, and health-related predictors of pain or discomfort, and associations between pain or discomfort and intention for rescreening. Seventy-six percent of women reported discomfort; reasons included machine compression (96%), breast size (36%), stature (30%), and roughness by technicians (18%). Intention to rescreen within 2 years was significantly reduced with reporting any discomfort (OR 0.61; 95% CI: 0.38, 0.98), reporting two specific reasons-stature (OR 0.47; 95% CI: 0.31, 0.72) and technician roughness (OR 0.43; 95% CI: 0.26, 0.72), and attributing more sources for pain or discomfort (p for trend = 0.02). Most women reported discomfort; for some, this influenced intended adherence. Offering women the opportunity to control the amount of compression may reduce the pain associated with mammography and subsequently increase compliance.