Objectives: To determine the prevalence and outcomes of breathlessness in older Americans. Setting: Community-dwelling older adults. Participants: Individuals aged 70 and older in the nationally representative Health and Retirement Study (2008, follow-up through 2012) (N = 3,671; mean age 78). Measurements: Breathlessness was assessed by asking the question, “How often do you become short of breath while awake?” Responses of often or sometimes were considered to represent a level of breathlessness sufficient to warrant clinical attention. The prevalence of breathlessness is described overall and in subpopulations, then rates of associated symptoms, well-being, and health services use of participants who were breathless are compared with rates of those who were not. The risk of decline in activities of daily living (ADLs) and death through 2012 was estimated by creating a multivariable Cox proportional hazards model, adjusting for age, sex, race and ethnicity, and education. Results: Twenty-five percent of participants reported breathlessness. The prevalence of breathlessness was higher in certain subpopulations: chronic lung disease (63%), multimorbidity (≥2 chronic conditions) (45%), current smokers (38%), heart disease (36%), obesity (body mass index ≥30.0 kg/m2) (33%), and education less than high school (32%). Breathlessness was associated with higher rates of depression, anxiety, and severe fatigue; lower ratings of well-being; and higher rates of clinic and emergency department visits and hospitalizations (all P <.001). Breathlessness predicted ADL decline over 5 years (adjusted hazard ratio (aHR) = 1.43, 95% confidence interval (CI) = 1.22–1.68) and death (aHR 1.62, 95% CI = 1.32–2.02). Conclusion: One in four adults aged 70 and older in the United States experiences breathlessness, which is associated with lack of well-being, greater health services use, and a 40% greater risk of worsened function and 60% greater risk of death over the next 5 years.