Distress tolerance (DT), defined as the ability to persist in goal directed activity while experiencing emotional distress, is an established mechanism underlying substance use and psychiatric comorbidity among adult populations. Recent research indicates that early adolescents with low levels of distress tolerance are significantly more likely to report internalizing symptoms, and are at an increased risk of engaging in alcohol use and conduct problems (Daughters et al., in press). Thus, the integration of a distress tolerance treatment protocol may aid in the prevention of risk behavior before the physical, psychological/emotional, and legal consequences of these risk behaviors greatly complicate later treatment efforts. As such, this study utilized qualitative research methodology to examine the acceptability and feasibility of creating and integrating a distress tolerance intervention for low income adolescents at risk for engagement in substance use and associated HIV risk behavior. Fifteen in depth interviews were conducted with parents and their adolescent children in the greater Washington, DC metropolitan area. Participants were asked about their personal environment, emotions, stressors, coping skills, interpersonal relationships, risky behaviors and their ideal program components (structure, setting). The feasibility of a distress tolerance intervention for adolescents either in their schools, community, or via the internet in addition to their perceived barriers and concerns regarding such an intervention were also explored.