OBJECTIVES: To describe the rationales that providers and family members cite for the use of antipsychotic medications in people with dementia living in nursing homes (NHs). DESIGN: Qualitative, descriptive study. SETTING: Twenty-six medium-sized and large facilities in five Centers for Medicare and Medicaid Services regions. PARTICIPANTS: Individuals diagnosed with dementia who received an antipsychotic medication. MEASUREMENTS: Data were collected from medical record abstraction and interviews with prescribers, administrators, direct care providers, and family members. Textual data from medical record abstraction and responses to open-ended interview questions were analyzed using directed content analysis techniques. A coding scheme was developed, and coded reasons for antipsychotic prescribing were summarized across all sources. RESULTS: Major categories of reasons for use of antipsychotic medications in the 204 NH residents in the study sample were behavioral (n = 171), psychiatric (n = 159), emotional states (n = 105), and cognitive diagnoses or symptoms (n = 114). The most common behavioral reasons identified were verbal (n = 91) and physical (n = 85) aggression. For the psychiatric category, psychosis (n = 95) was most frequently described. Anger (n = 93) and sadness (n = 20) were the most common emotional states cited. CONCLUSION: The rationale for use of antipsychotic drug therapy frequently relates to a wide variety of indications for which these drugs are not approved and for which evidence of efficacy is lacking. These findings have implications for clinical practice and policy. Geriatrics Society.