Purpose: The purpose of this article is to describe the projected use for long-term-care services through 2012. Design and Methods: We constructed a static-component projection model using age, function, and other covariates. We obtained enrollee projections from the Veterans Health Administration (VHA) and combined these with nursing home and community long-term-care service use rates from the 1999 National Long-Term Care Survey and the 2000 National Health Interview Survey. Results: Over the next decade, the number of oldest veterans (aged 85+) will double, and VHA-enrolled veterans aged 85 and older will increase sevenfold. This will result in a 20-25% increase in use for both nursing home and home- and community-based services. VHA currently concentrates 90% of its long-term-care resources on nursing home care. However, among those who receive long-term care from all formal sources, 56% receive care in the community. Age and marital status are significant predictors of use of either type of formal long-term-care service for any given level of disability. VHA's experience with the mandatory nursing home benefit suggests that even when the cost to the veteran is near zero, only 60-65% of eligibles will choose VHA-provided care. Assisted living represents nearly 15% of care provided during the past decade to individuals in nursing homes, and approximately 19% of veterans using nursing homes have disability levels comparable to those of men supported in assisted living. Implications: As most of the increased projected use for long-term care will be for home- and community-based services, VHA will need to expand those resources. Use of VHA resources to leverage community services may offer new opportunities to enhance community-based long-term care.