INTRODUCTION: Although women will account for almost 11% of veterans by 2040, we know little about their health and functioning, particularly compared to men. OBJECTIVE: To compare women and men veterans' health-related quality of life (HRQOL) and VA health care utilization and to see if previously described associations between HRQOL, subsequent VA health care utilization, and mortality in male veterans would generalize to women veterans. METHODS: Prospective cohort study of all veterans who received medical care from an Upper Midwest Veterans Affairs facility between 10/1/96 and 3/31/98 and returned a mailed questionnaire. RESULTS: Women's effective survey response rate was 52% (n=1,500); men's, 58% (n=35,000). In the following year, 9% of women and 12% of men had at least one hospitalization. One percent of women and 3% of men died in the post-survey year. After adjustment, women's HRQOL was higher than men's; for every 10-point decrement in overall physical or mental functioning, women and men had similarly increased risk/odds of subsequently dying, being hospitalized at a VA facility, or making a VA outpatient stop. Among younger women and women who received VA care outside of the Twin City metro area, poorer overall mental or physical health functioning was associated with fewer primary care stops; among their male counterparts, it was associated with more primary care stops. CONCLUSION: Compared to men, women veterans receiving VA health care in the upper Midwest catchment area had better HRQOL and used fewer health services. Although VA health care utilization was similar across gender after adjusting for HRQOL, poorer mental or physical health was associated with fewer primary care stops for selected subgroups of women. © 2007 Society of General Internal Medicine.