In the United States, racial disparities in HIV/AIDS are stark. Although African Americans comprise an estimated 14% of the U.S. population, they made up 52% of new HIV cases among adults and adolescents diagnosed in 2009. Heterosexual transmission is now the second leading cause of HIV in the United States. African Americans made up a full two-thirds of all heterosexually acquired HIV/AIDS cases between 2005 and 2008. Few demonstrated efficacious HIV prevention interventions designed specifically for adult, African-American heterosexual men exist. Here, we describe the process used to design a theory-based HIV prevention intervention to increase condom use, reduce concurrent partnering, and increase HIV testing among heterosexually active African-American men living in high HIV prevalence areas of New York City. The intervention integrated empowerment, social identity, and rational choices theories and focused on four major content areas: HIV/AIDS testing and education; condom skills training; key relational and behavioral turning points; and masculinity and fatherhood.