INTRTODUCTION: A shortage of health workers is a major problem for Nigeria, especially in rural areas where more than 70% of the population live. At the primary care level, trained community health officers provide services normally reserved for doctors or medical specialists. The community health officers must therefore be supported and motivated to provide effective quality healthcare services. This study aimed to determine factors that will attract and retain rural and urban health workers to rural Nigerian communities, and to examine differences between the two groups. A cross-sectional survey measured health workers' work experience, satisfaction with, and reasons for undertaking their current work; as well as reasons for leaving a work location. Data were also gathered on factors that attract health workers to rural settings and also retain them. RESULTS; Rural health workers were generally more likely to work in rural settings (62.5%) than their urban counterparts (16.5%). Major rural motivators for both groups included: assurances of better working conditions; effective and efficient support systems; opportunities for career development; financial incentives; better living conditions and family support systems. The main de-motivator was poor job satisfaction resulting from inadequate infrastructure. Rural health workers were particularly dissatisfied with career advancement opportunities. More urban than rural health workers expressed a wish to leave their current job due to poor job satisfaction resulting from poor working and living conditions and the lack of career advancement opportunities. Motivational factors for attraction to and retention in rural employment were similar for both groups although there were subtle differences. Addressing rural health manpower shortages will require the development of a comprehensive, evidence-based rural health manpower improvement strategy that incorporates a coordinated intersectoral approach, involving partnership with a range of stakeholders in rural health development.