Over the past four decades, nonwhites and women have made slow but important progress toward expanding their numbers in the higher reaches of state administration, althoughj they are not yet proportionately represented in top-level policy-making positions in the American states. A question that prior research has not addressed is whether such passive representation - numerical employmetn in state bureaucracy - is linked to more active representation - expression of distinctive policy or program attitudes. Towards that end, this inquirity develops a model of representative bureaucracy and tests in empirically in alarge sample of state agency directors. It examines the potential for active representation of nowhites and women by senior state administrators, the healds of agencies across the fifty states. The model incorporates as a crucial variable the administrators' conceptions of their organizational work role; the role set is based on the values or goals senior state administrators hold for their agencies. The or goals senior state administrators hold for their agencies. The empirical analysis demonstrates that demographic variables such as race and gender can affect bureaucratic attitudes and behaviors indirectly through the mediating influence of the organizational role set. The findigs also suggest that on certain issues and behaviors, race and gender can manifest direct effects. The article discusses the implications of these findings for theories of representative bureaucracy