This paper assessed characteristics associated with awareness of and willingness to take pre-exposure prophylaxis (PrEP) among Baltimore men who have sex with men (MSM). We used data from BESURE-MSM3, a venue-based cross-sectional HIV surveillance study conducted among MSM in 2011. Multivariate regression was used to identify characteristics associated with PrEP knowledge and acceptability among 399 participants. Eleven percent had heard of PrEP, 48% would be willing to use PrEP, and none had previously used it. In multivariable analysis, black race and perceived discrimination against those with HIV were significantly associated with decreased awareness, and those who perceived higher HIV discrimination reported higher acceptability of PrEP. Our findings indicate a need for further education about the potential utility of PrEP in addition to other prevention methods among MSM. HIV prevention efforts should address the link between discrimination and potential PrEP use, especially among men of color.