This paper explores older women's evaluations of their weight as well as the perceived merits and detriments of weight gain and weight loss in later life. Using data from semi-structured interviews with 22 community-dwelling women aged 61 to 92 years, I examine the meanings that the women attribute to dieting, desired body weights and obesity. The women frequently offer unsolicited accounts for why they have gained or lost weight over time, and disclose their perceptions of and reasons for needing to alter their current body weights. I probe the tensions between weight loss for health concerns versus appearance goals. The women express dissatisfaction with their weight gain in terms of their physical appearance. However, they also tend to describe the need to lose weight in terms of health risks and benefits rather than in terms of approximating the beauty ideal or achieving a desired body size and shape. Health tends to be described as a valid justification for being concerned with one's weight, while an appearance orientation is deemed to be indicative of vanity. Many of the women suggest that while the health benefits of weight loss are often the stated reason for losing weight, the perceived appearance dividends are the key motivation behind altering one's body weight in later life.