Purpose: To evaluate the relationship of retinal layer thickness with age and age-related macular degeneration (AMD) in the Carotenoids in Age-Related Eye Disease Study 2. Methods: Total retinal thickness within the macular area, and individual layer thickness was determined for CAREDS2 participants (n=906 eyes, 473 women) from the Women’s Health Initiative using Heidelberg spectral-domain optical coherence tomography (SD-OCT). Mean measurements within the OCT grid were compared across age tertiles (69-78, 78-83, 83-101 years) and AMD outcomes (no AMD, early, intermediate , late AMD). Results: Total retinal thickness in the central circle, inner ring, and outer ring were mean ± standard deviation 277 ± 34 μm, 326 ± 20 μm, and 282 ± 15 μm, respectively. Thickness did not vary by age in the central circle, but decreased with age in the inner and outer circles (p≤0.004). Specifically, ganglion cell (GCL), inner plexiform (IPL), and outer nuclear (ONL) layer thickness decreased with age in the inner and outer rings (p≤0.003). Age-adjusted retinal thickness in all three circles did not vary by AMD outcomes, except that the retinal pigment epithelium (RPE) layer thickness was greatest in eyes with late AMD (p≤0.001). After controlling for age, higher retinal ONL and lower RPE thickness were associated with better best corrected visual acuity. Conclusions: In this cohort of older women, a decrease in peripheral macular thickness was associated with increasing age, particularly in the GCL, IPL, and ONL. The GCL, PRL, and RPE layer contributed to variability in thickness in eyes with AMD. Among all retinal layers, ONL and RPE thickness were associated with visual acuity.