As elderly people become a larger proportion of the rural population, it is important to identify those at risk for poor health. Predictors of health-related quality of life can be useful in designing interventions. Purpose: One objective of the present study was to profile the health-related quality of life of community-dwelling, elderly people in a southwestern region of the United States. A related objective was to identify the principal factors associated with health-related quality of life, thereby identifying population subgroups in greatest need of health or social services. Methods: A telephone survey of approximately 5,000 individuals 65 years and older collected data on need for assistance with activities of daily living, physical and mental healthrelated quality of life, and worry about health status measures. A modified version of the Behavioral Model was used to more clearly distinguish the different groups at risk for poor health. Findings: Those groups of communitydwelling, elderly people in the poorest health were older than 75 years, had less than a high school education, were retired or unemployed, and had low household income. No differences were found by urban, rural, and frontier residence. Conclusions: To maintain the physical, social, and psychological health of older people residing in rural and urban areas, social services, medical care, and supportive services are needed, particularly among the most socially and economically disadvantaged.