Objective. To examine differences by race/ethnicity and gender in patients' concerns regarding total knee replacement (TKR). Methods. Focus groups of patients actively considering TKR were conducted. Discussion included patients' questions and concerns regarding TKR. The software ATLAS.ti was used to tabulate themes by race/ethnicity and gender. Concerns raised by focus group participants were compared with thematic content from patient joint replacement information materials. This comparison used patient literature from 3 high-volume academic TKR centers, the Arthritis Foundation, and the American Academy of Orthopedic Surgeons. Results. All groups shared similar concerns. However, some issues were more prevalent among certain gender and racial groups. For instance, concerns regarding anesthesia were more important to white Americans and concerns regarding recovery were more important to women. Some of these concerns were not addressed in the available patient literature. Conclusions. Different gender and racial subgroups focus on different concerns when considering TKR. These differences may contribute to gender and race/ethnicity disparity seen in TKR use.