Objectives To determine perceived quality of life in a diverse population of elderly adults with late-life disability. Design Qualitative cross-sectional study. Setting Community-dwelling participants were recruited from San Francisco's On Lok Lifeways program, the first Program of All-inclusive Care for the Elderly. On Lok enrollees meet Medicaid criteria for nursing home placement. Participants Sixty-two elderly adults with a mean age of 78 and a mean 2.4 activity of daily living dependencies and 6.6 instrumental activity of daily living dependencies were interviewed. Respondents were 63% female, 24% white, 19% black, 18% Latino, 32% Chinese American, and 6% other race. Measurements Elderly adults who scored higher than 17 points on the Mini-Mental State Examination were interviewed. Interviews were conducted in English, Spanish, and Cantonese. Respondents were asked to rate their overall quality of life on a 5-point scale. Open-ended questions explored positive and negative aspects of participants' daily experiences. Interviews were analyzed using modified grounded theory and digital coding software. Results Eighty-seven percent of respondents rated their quality of life in the middle range of the quality-of-life spectrum (fair to very good). Themes were similar across ethnic groups. Most themes could be grouped into four domains that dependent elderly adults considered important to their quality of life: physical (e.g., pain), psychological (e.g., depression), spiritual or religious (e.g., religious coping), and social (e.g., life-space). Dignity and a sense of control were identified as themes that are the most closely tied to overall quality of life. Conclusion Factors that influence quality of life in late-life disability were similar across ethnic groups. As the number of elderly adults from diverse backgrounds with late life disability increases in the United States, interventions should be targeted to maximize daily sense of control and dignity. © 2012, The American Geriatrics Society.