The term dementia refers to a progressive decline in cognitive functioning resulting in a significant impairment in daily living. Given the devastating impacts of the disease and lack of a cure, it is reasonable to expect people fear developing a dementia. Alzheimer's disease ranks high among the most feared diseases in national samples of the American population. As a topic of study, little is known about the determinants of fear of Alzheimer's disease and how this fear may change as a function of aging, time, or experience. The current study sought to fill this gap by investigating the nature of changes in fear of Alzheimer's disease by following participants (N = 227) over the course of two years. Volunteers completed measures on fear of dementia, knowledge about Alzheimer's disease, knowledge about the aging process, personality traits, memory self-efficacy, anxiety about aging, and Alzheimer's-related experiences (i.e., family history, caregiving experience, number of people known with the disease, personal diagnosis, etc.). Results supported the notion that fear for becoming a burden to others, a component of fear of dementia, decreased over the two years. In addition, personality traits and memory self-efficacy mediated the two-year change in concerns about perceived symptoms of cognitive decline. In predicting fear for various aspects of Alzheimer's disease, anxiety about aging and experience/exposure to the disease emerged as prominent predictors. These results highlight dementia concerns and offer guidance for early interventions, such as an open communication with family and health care providers about fear of dementia.