Minority and low socioeconomic status women are under-represented in clinical research due to logistical, informational, attitudinal, and sociocultural barriers. The primary objective of this study was to explore factors associated with research participation among African American and low socioeconomic status White women using the Theory of Planned Behavior. A secondary goal was to assess differences in barriers to research participation by age and race. A combination of qualitative (focus groups) and quantitative (trust scale) methodologies was employed. Ten focus groups were held, organized by age and race. Content analysis revealed three predominant themes: fear, distrust, and hope. Older women had higher trust; there was no difference in trust by race. The results suggest that women have conflicting feelings about research that cross ethnic lines and should be addressed by researchers. Effective strategies for overcoming barriers and increasing representation are those that establish ongoing relationships with relevant communities.