The Fatlips Minnow is found in the upper Tennessee River Drainage in Tennessee, Georgia, South Carolina, North Carolina, and Virginia. They live in rocky riffles of creeks to medium rivers. As the common name suggests, Fatlips Minnows, like other members of the genus Phenacobius, resemble small suckers (family Catostomidae) with a long and cylindrical body, as well as fleshy lips.