Purpose: The purpose of this study was two-fold: (1) identify predictors that influence diet quality in low SES pregnant women; and (2) explore relationships between perceived nutrition compliance of participants, healthy pregnancy weight gain, and diet quality. Hypothesized predictors to diet quality include: High Pre-pregnancy BMI, high educational level, high income level (above or below poverty line), medical/insurance coverage, presence of a previous/current medical condition, cost and ability to purchase healthy food, presence of social support, and source of nutrition information. Also it is hypothesized that healthy pregnancy weight gain will positively influence diet quality. Methods: This quantitative/correlational study included 37 women in their second and third trimesters of pregnancy. Participants were recruited from a low-income clinic and a private healthcare facility. Participants were asked to complete a pregnancy nutrition survey on their demographics and activity level and eating habits. Three 24 hour dietary recalls (1 weekend day and 2 nonconsecutive weekdays) were used to assess their diet quality using the ESHA Food Processor software. Comparative, correlational, and linear regression analyses were conducted. The Diet Quality Index for Pregnancy (DQI-P) was used to assess overall diet quality. The DQI-P includes eight components: % recommended servings of grains, vegetables, and fruits, % recommendations for iron, calcium, and folate, % energy from fat, and meal pattern. Scores can range from 0 to 80, with ≥70 indicating adequate diet quality. Each component contributed 10 points. Results: The mean score for the population was 27.1 (standard deviation 17.1). Women with the highest diet quality score are married, have a bachelor's degree, an average family income between $45,000 and $60,000, and private medical insurance. Two of the eight hypothesized predictors of diet quality were found to be significant. High pre-pregnancy body mass index (BMI) is associated with low DQI-P scores (p=.050). Source of nutrition information from family is associated with high DQI-P scores (p=.013). There was a significant negative correlation between diet quality and pre-pregnancy BMI (r= -.344; p=0.05). Conclusion: Low SES women are at-risk for low diet quality during pregnancy. Based on the results of this small convenience sample, there is a need for effective nutrition interventions to improve the diet quality of low SES pregnant women. Additional research is needed to better predict and utilize situations that motivate low SES pregnant women to achieve high diet quality scores by translating these motivational situations to other low SES pregnant women.