Middle-aged adults are becoming an increasing share of the nursing home population. Minimum Data Set assessment data for 2000 and 2008 are used to explore similarities and differences in sociodemographic, residential, medical, and psychiatric characteristics of newly admitted middle-aged adults (31-64) compared to their older counterparts (65+). Relative to their share of the state population, Black middle-aged adults are overrepresented in nursing homes across 45 states and the District of Columbia. Chronic conditions, including diabetes, renal failure, chronic obstructive pulmonary disease, asthma, and circulatory/heart disorders, appeared to contribute to the increasing presence of middle-aged adults. There were substantial increases in diagnoses of psychiatric disorders at admission; psychiatric diagnoses were significantly higher among middle-aged adults. Middle-aged adults were also more likely to have residential histories of prior stays in psychiatric facilities relative to older adults. States' rebalancing efforts need to attend to the increasing presence of disability associated with chronic medical and psychiatric conditions among middle-aged adults.