This study examines older adults’ fears of diabetes complications and their effects on self-management practices. Existing models of diabetes self-management posit that patients’ actions are grounded in disease beliefs and experience, but there is little supporting evidence. In-depth qualitative interviews were conducted with a community-based sample of 74 African American, American Indian, and white older adults with diabetes. Analysis uses Leventhal’s Common Sense Model of Diabetes to link fears to early experience and current self-management. Sixty-three identified fears focused on complications that could limit carrying out normal activities: amputation, blindness, low blood glucose and coma, and disease progression to insulin use and dialysis. Most focused self-management on actions to prevent specific complications, rather than on managing the disease as a whole. Early experiences focused attention on the inevitability of complications and the limited ability of patients to prevent them. Addressing older adults’ fears about diabetes may improve their diabetes self-management practices.