In a series of experiments, a retraining paradigm was used to test the effects of attitudes and stereotypes on individuals’ motivation and cognitive capacity in stereotype-threatening contexts. Women trained to have a more positive math attitude exhibited increased math motivation (Study 1). This effect was not observed for men but was magnified among women when negative stereotypes were either primed subtly (Study 2) or indirectly reinforced (Study 3). Although attitudes had no effect on working memory capacity, women retrained to associate their gender with being good at math exhibited increased working memory capacity (Studies 3 and 4), which in turn mediated increased math performance (Study 4) in a stereotype-threatening context. Results suggest that although positive attitudes can motivate stigmatized individuals to engage with threatening domains, stereotypes need to be retrained to give them the cognitive capacity critical for success. Implications for interventions to reduce stereotype threat are discussed. (PsycINFO Database Record (c) 2010 APA, all rights reserved)