It is argued that members of low status groups are faced with a psychological conflict between group justification tendencies to evaluate members of one's own group favorably and system justification tendencies to endorse the superiority of higher status outgroups. In Study 1, members of low status groups exhibited less ingroup favoritism and more ingroup ambivalence than did members of high status groups. Perceptions that the status differences were legitimate increased outgroup favoritism and ambivalence among low status groups, and they increased ingroup favoritism and decreased ambivalence among high status groups. In Study 2, the belief in a just world and social dominance orientation increased ambivalence on the part of women toward female victims of gender discrimination, but they decreased ambivalence on the part of men. Evidence here indicates that system-justifying variables increase ingroup ambivalence among low status group members and decrease ambivalence among high status group members.