The objectives of this study were the following: (1) describe one organization's experience with recruiting minority-serving private practice primary care physicians to an ambulatory quality improvement (QI) project; (2) compare and contrast physicians who agreed to participate with those who declined; and (3) list incentives and barriers to participation. The authors identified eligible physicians by analyzing Medicare Part B claims data, a publicly available physician database, and office staff responses to telephone inquiries. The recruitment team had difficulty identifying, contacting, and recruiting eligible physicians. Solo practitioners and physicians who had lower scores on certain quality measures were more likely to participate. Barriers to participation were similar in all practices and included concerns about extra work, difficulty of change, and impact on office work flow. Commonly used incentives were offered but were not universally embraced. Additional work is required to refine the process of physician recruitment and to find more compelling incentives for QI.