Objectives: To describe change in balance confidence, and to identify associated factors and disabling consequences. Method: Secondary analysis of 2 years of data collected from 272 older women enrolled in a randomized clinical trial of fall prevention. Balance confidence and disability measures were assessed at baseline, after the 12 week intervention, and at 1 and 2 years follow-up. Associated factors were measured at baseline. Results: Balance confidence varied at baseline and decreased 5% over 2 years, but no variables predicted this decline. Baseline balance confidence was associated with poor physical function and mental health. Decreasing balance confidence was associated with increasing impairments in balance and hip flexion strength, increasing functional limitations in mobility and chair rises, reduced physical activity levels, increased activity restrictions, and decreasing social networks. Discussion: Decreasing balance confidence plays an important role in disablement. More research is needed to identify predictors of decreasing balance confidence.