There is emerging evidence that weight change during older adulthood is associated with decreased physical function; however, less is known about the association between weight change during middle to older adulthood and physical function. This study assessed the association of weight change between middle and older adulthood and functional limitations among 2,531 older African-American and white participants, ages 65 and older at baseline (1987), from the Piedmont Health Survey of the Elderly. Weight gainers had ≥8% increase in weight, weight losers had >8% decrease in weight, and weight maintainers had <8% increase or decrease between age 50 and baseline. Functional limitations were categorized as none (0), mild (1-3), or severe (4 or more) using items from the activities of daily living scale by Katz and the extremity function scale by Nagi. Modified Poisson regression was used to assess these associations in crude and adjusted analyses. Weight gain and weight loss between age 50 and baseline were associated with severe functional limitations (prevalence ratio (PR) = 1.19, 95% CI: 1.04, 1.36 and PR = 1.58, 95% CI: 1.41, 1.78, respectively) compared to weight maintainers after adjustment for age, race, and gender. These associations were attenuated after additional adjustment for health characteristics, while weaker associations were noted for mild functional limitations. In summary, weight gain and weight loss between middle and older adulthood were associated with severe functional limitations among older adults in North carolina. Additional research is needed to explore weight change across the life course and its possible effects on physical function later in life. © 2010 Springer Science+Business Media, LLC.