The purpose of this study was to analyze whether appearance concern has an effect on purchase intention and brand loyalty of cosmetics of middle and elderly women. A survey was conducted from January 20 to February 10 in 2006, among middle and elderly women. Response form the 393 subjects underwent statistical analyzes including frequency analysis, reliability analysis, factor analysis, and multiple regression analysis. First, appearance concern factors were determined to be appearance-important, appearance-care, and skin-care. Second, appearance concern factors of appearance-important and skin-care had an effect on purchase intention of cosmetics of middle and elderly women. All of appearance concern factors had an effect on brand loyalty of cosmetics of middle and elderly women. Third, purchase intention of cosmetics had an effect on brand loyalty of cosmetics of middle and elderly women. The propitiation of putting basic and colored cosmetics was high in the appearance concerned group.after controlling for main effects.