OBJECTIVES: Physical functioning scales have been used to assess risk for disability, propensity for healthcare utilization, and impact on quality of life (QOL) scores. Understanding related factors in a nationally representative older population is important for designing effective physical functioning improvement programs, potentially decreasing utilization and increasing QOL. METHODS: To measure impact of demographics, morbidities, psychological distress and lung function on physical functioning among the retired, a retrospective main effects analysis of data from the Health and Retirement Study (HRS) for subjects surveyed in 2006 and 2008 was performed on a sample of 13,129 patients aged>50years (M = 66.14; 45.9% male) with lung function measurement (peak expiratory flow (PEF)), and psychological distress (symptoms of anxiety and depression) assessment (8 question Center for Epidemiologic Studies Depression Scale (CES-D8)), and self-reported confirmation of morbidity diagnoses. Morbidities were diabetes (19.4%), chronic obstructive pulmonary disease (COPD) (9.8%), heart disease (23.6%), cancer (13.7%), and stroke (6.0%). RESULTS: In a weighted multiple regression model of physical function difficulty score, 49% of the variance was explained by analyzed variables. In a weighted logistic regression model for difficulties with >4 physical functions (max=12), adjusted for age and race, odds were significantly higher for subjects reporting morbidities of frequent pain (odds ratio range (ORR) 6.0-7.7), COPD (ORR 2.4-3.4), stroke (ORR 2.0-2.8), heart disease (ORR 1.6-1.9), or diabetes (ORR 1.7-2.2). In addition, greater risk for physical function difficulties was associated with psychological distress (ORR 2.2-3.0) and low PEF scores (<80% of predicted, ORR 1.7-2.1). Among retirees with COPD, 59.3% had low PEF scores compared to 23.7% without; 34.8% had psychological distress compared to 19.6% without. CONCLUSIONS: The secondary database of longitudinal data from the HRS offers valuable information for understanding factors associated with functional limitations. Mental health and lung functioning are potential areas for focusing improvement efforts.