Objective To examine the association between sociodemographic factors, sexual behaviors, and social factors on potential uptake of PrEP among African-American and White adult women in the United States. Methods Participants were recruited through a nationally representative random-digit dial telephone household survey. Participants comprised a nationally representative random sample of unmarried African-American (N=1068) and White women (N=441) aged 20–44. Interviews were conducted using computer-assisted telephone interviewing technology. Bivariate and multivariate analyses examined the relationship between sociodemographics, sexual behaviors, and social influences on women’s potential uptake of PrEP. Results In multivariate analyses, women with lower educational status, greater lifetime sexual partners, provider recommendations supportive of PrEP, and peer norms supportive of PrEP use were more likely to report potential PrEP uptake. Racial analyses revealed that compared to White women, African-American women were significantly more likely to report potential use of PrEP (aOR=1.76; p ≤ 0.001), more likely to report use PrEP if recommended by a healthcare provider (aOR=1.65; p≤0.001), less likely to report that they would be embarrassed to ask a healthcare provider for PrEP (aOR=0.59; p ≤ 0.05) and more likely to report use of PrEP if their female friends also used PrEP (aOR=2.2; p ≤ 0.001). The potential cost for PrEP was identified as a barrier to adoption by both African-American and White women. Conclusions Findings suggest that women at increased risk for HIV, including those with less education and greater number of sexual partners, may be more likely to use PrEP, although cost may serve as a barrier.