As police agencies in the United States suffer declining applications and struggle to recruit women, the National Institute of Justice has identified workforce development as a priority research area. To recruit more effectively, we must understand what attracts people to policing and what deters them. We surveyed officers in two Midwestern police departments (n = 832) about entry motivations and concerns and examined gender differences. Serve/protect motivations were most important for men and women, though women rated the category significantly higher. Women and non-White officers rated legacy motives higher than did males and White officers. Women reported more concerns overall and scored higher on job demands and acceptance concerns; officers of color also reported more acceptance concerns than White officers. The largest gender differences were associated with gender-related obstacles and stereotypes (e.g., discrimination; being taken seriously; physical demands), indicating recruitment reform necessarily includes improving systemic issues.