In this paper, 218 U.S. faculty responses regarding Open Educational Resources (OER) were qualitatively analyzed. Ten categories emerged in the coding process. The top three categories that indicated barriers to the adoption of OER were "need more information" (faculty wanted more information before they would be willing to adopt OER), "lack of discoverability" (faculty wanted to be able to easily find repositories of OER), and "confusing OER with digital resources" (faculty were unaware of the difference between digital resources and OER). The top incentives identified in this analysis to overcome these barriers include student cost benefits (saving students money), student pedagogical benefits (faculty being able to make changes to OER to improve course content and instruction), and institutional support for the adoption of OER (whether in the form of course load reduction, curricular research assistance, or library support for finding and adopting OER). Future research is needed to better understand how to address and overcome these barriers to OER adoption.