objectives: To examine the association between changes in serum non-high-density lipoprotein cholesterol (non-HDL-C) over a 2.5-year period and risk of adverse health outcomes in the following 4.5 years in high-functioning older adults. Prospective cohort, established in 1988, with a follow-up in 1991 and 1995. Population-based, community-dwelling men and women. A random sample (n=267) from the MacArthur cohort (N=1,189). The cohort represented the highest-functioning tertile of 4,030 screened candidates aged 70 to 79. Change in non-HDL-C between 1988 and 1991 was measured as a predictor of health outcomes between 1991 and 1995, including all-cause mortality, and among survivors, incident heart attack or stroke, development of new disability in basic activities of daily living, and decline in performance on the Short Portable Mental Status Questionnaire. More-positive change in non-HDL-C between 1988 and 1991 was associated with fewer adverse outcomes between 1991 and 1995. In individuals whose total cholesterol at baseline was in the middle two quartiles (195-244 mg/dL), each 10-mg/dL increase in the 1988-to-1991 change in non-HDL-C was associated with an adjusted mortality odds ratio (OR) of 0.67 (95% confidence interval (CI)=0.51-0.88). In individuals without cardiovascular disease at baseline, the adjusted OR for new physical disability was 0.79 (95% CI=0.65-0.95) and for cognitive decline was 0.81 (95% CI=0.67-0.98). Increases in cholesterol over time have beneficial associations in some older adults. The role of cholesterol changes in the health of older individuals needs further exploration.