Studies examining physical activity behavior suggest that activity levels decline with age. Such declines are particularly problematic among older adults in light of the research suggesting a protective effect of physical activity on numerous physical health outcomes associated with independent living. Despite a growing recognition of the importance of a physically active lifestyle, little is known about the role of demographic and psychosocial variables on this trajectory of change. In this study, the roles played by outcome expectations, self-efficacy, and functional limitations on changes in physical activity levels over a 2-year period in older women were assessed using latent growth curve modeling. Data were obtained from 249 community-dwelling older women (M age = 68.12, n = 81 Black, and n = 168 White). Demographic, health status, and psychosocial data were collected via self-report upon entry into the study. Self-reported physical activity was assessed at baseline and again at 12 and 24 months. As expected, physical activity declined over the 2-year period. Self-efficacy demonstrated an indirect association with the trajectory of decline in physical activity through functional limitations. Importantly, the pattern of relationships appears independent of demographic factors and chronic health conditions.