OBJECTIVES: Antiretroviral medications have extended the lives of persons living with HIV. As a result, the United States healthcare system will face challenges posed by an aging HIV+ population. This analysis describes the incidence and prevalence of HIV among individuals 65 years and older and characterizes the comorbid disease burden of these patients. METHODS: This retrospective analysis utilized Truven Health MarketScan® Commercial and Medicare Supplemental administrative healthcare claims. Prevalence and incidence were calculated for patients aged ≥65 for 2005-2012. Patients with ≥1 non-diagnostic medical claim with an ICD-9-CM code for HIV (V08, 042) were considered to be HIV+.  The first claim with an HIV diagnosis was referred to as the index date. Incident patients must have been enrolled for ≥6 months prior to index date with no evidence of HIV diagnosis. Prevalent patients must have been enrolled for ≥3 months before and after a claim with HIV diagnosis within a given year to evaluate comorbid conditions. The earliest claim within the year meeting enrollment criteria was used. Denominators for prevalence and incidence were the number of individuals with ≥6 months of continuous enrollment.  Comorbidities were defined as ≥1 non-diagnostic claim with ICD-9-CM code for individual components of the Deyo Charlson Comorbidity Index. RESULTS: The prevalence of HIV doubled from 2005 (22.5 cases per 100,000) to 2012 (46.9 cases), while incidence decreased (2005=11.2 per 100,000; 2012=6.7). The mean age of prevalent cases decreased slightly from 71.8 years (SD 6.1) in 2005 to 69.9 (SD 5.2) in 2012. The mean age of incident cases was 73.3 (SD 7.2). The most common comorbid conditions were chronic pulmonary disease (average proportion across years=15.1%), diabetes (19.0%), and malignancy (14.7%). CONCLUSIONS: Prevalence of HIV is increasing among those 65 and older and health systems must prepare to deliver care to older HIV+ patients with comorbid conditions.