Abstract Introduction Functional limitations become increasingly common and debilitating as individuals age, potentially impacting several facets of well-being. As such, it is important to understand malleable factors that may potentially impact functional limitation outcomes. Both sleep and perceived control have been linked to the development of functional limitation. The current study sought to clarify the unique contributions of both sleep quality and perceived control to functional limitation status in middle-aged and older adults. Methods Data from the second wave of the Midlife in the United States study were used for the current study. Participants included 527 participants (59.9% female, Mage=59.83 years, SD=9.75 years) who completed measures of functional limitation levels (Functional Status Questionnaire), subjective sleep quality (Pittsburg Sleep Quality Index), and perceived control (MIDI Sense of Control Scales). A hierarchical regression analysis was conducted to examine sleep quality and perceived control as predictors in a unique model for predicting functional limitation. Demographic variables of age, gender, and race were used as covariates in study analyses. Results The overall model predicted 19.0% of the variance in functional limitation levels. Sleep quality was significantly associated with self-reported functional limitation (β=-.27, p<.001) over and above perceived control (β=.20, p<.001). Specifically, findings indicate that worse sleep quality is associated with increased functional limitation, while higher levels of perceived control are associated with lower levels of functional limitation. Conclusion Though perceived control is known to be associated with functional limitation status, the present study suggests a unique effect of sleep quality on functional limitation even after accounting for perceived control. Due to the potential for negative effects of functional limitation in middle-aged to older adults, it is important to identify and target constructs for research and intervention related to the development of these limitations. Care models for individuals who report experiencing functional limitations may benefit from targeting sleep health and control beliefs in intervention and assessment. Support (if any):