Objectives To determine whether racial disparities in process quality and outcomes of care change under hospital pay-for-performance. Study Design Retrospective cohort study comparing the change in racial disparities in process quality and outcomes of care between 2004 and 2008 in hospitals participating in the Premier Hospital Quality Incentive Demonstration versus control hospitals. Methods Using patient-level Hospital Quality Alliance (HQA) data, we identified 226,096 patients in Premier hospitals, which were subject to pay-for-performance (P4P) contracts and 1,607,575 patients at control hospitals who had process of care measured during hospitalization for acute myocardial infarction (AMI), congestive heart failure (CHF), or pneumonia. We additionally identified 123,241 Medicare patients in Premier hospitals and 995,107 in controls who were hospitalized for AMI, CHF, pneumonia, or coronary artery bypass graft (CABG) surgery. We then compared HQA process quality indicators for AMI, CHF, and pneumonia between P4P and control hospitals, as well as risk-adjusted mortality rates for AMI, CHF, pneumonia, and CABG. Results Black patients initially had lower performance on process quality indicators in both Premier and non-Premier hospitals. The racial gap decreased over time in both groups; the reduction in the gap in Premier hospitals was greater than the gap reduction in non-Premier hospitals for AMI patients. During the study period, mortality generally decreased for blacks relative to whites for AMI, CHF, and pneumonia in both Premier and non-Premier hospitals, with the relative reduction for blacks greatest in Premier hospitals for CHF. Conclusions Our results show no evidence of a deleterious impact of P4P in the Premier HQID on racial disparities in process quality or outcomes.