Using Lawton's (1983) model of quality of life (QoL) in older adults as a guiding framework, the central purpose of this ongoing longitudinal, prospective study is to examine predictors of QoL outcomes in persons with irreversible dementia as they move through the disease stages. From an initial sample of 96 caregiver/care recipient pairs, 73 (N = 146) pairs remain at the 18-month data collection point. Changes in care recipient outcomes from baseline to the 18-month assessment include significant declines in mental status, productive behaviors, and functional ability, with a statistically significant improvement in depression. Controlling for 12-month mental ability, caregiver factors at 12 months predicting care recipient QoL outcomes at 18 months include psychologic well being predicted by the quality of the relationship with the caregiver and activity participation. Depression was predicted by activity participation as well. Care recipient functional ability was predicted by activity participation and caregiver role stress (disruption to routines and social functioning). Two of the three aspects of care recipient productive behaviors were predicted by caregiver factors, with quality of the relationship predicting problem solving and caregiver role stress (negative attitudes toward care recipient) and total social contacts predicting care recipient social behaviors in the expected direction. Lawton's QoL model was supported by this analysis, with a total explained variance of 32% for three (psychologic well being, productive behaviors, functional ability) of the five (physical impairment and perceived personal control not included) components of care recipient QoL outcomes.