BACKGROUND AND PURPOSE. Many breast cancer survivors (BCS) suffer from long-term upper limb morbidities after axillary node dissection. The purpose of this five-year follow-up study was to describe changes in long-term upper limb morbidities, physical activity level, and Health-Related Quality of Life (HRQoL) and to find factors that predict HRQoL five years after surgery. PATIENTS AND METHODS. This study included 204 women aged 55+/-10 years who had primary breast cancer surgery with axillary node dissection. The subjects were examined for arm volumes and arm lymphedema, arm pain, sensation of heaviness, shoulder function, physical activity level, and HRQoL, prior to surgery, and six months and five years after surgery. The statistical analyses used included ANOVA for repeated measures and multivariate linear regression. RESULTS. ALE (13%), pain (36%), and sensation of heaviness (21%) in the upper limbs were present five years after surgery. ALE was the only morbidity that continued to increase over time. Several dimensions of HRQoL temporarily declined after surgery, but significantly improved in the period from six months to five years after surgery. The significant predictive factors of HRQoL five years after surgery included HRQoL prior to surgery, physical activity level at leisure time (both prior to and at six months after surgery), and duration of sick leave after surgery (in weeks). CONCLUSIONS. The overall HRQoL improved significantly from baseline to five years, despite the chronic arm pain and increase in ALE. Three independent predictive factors of HRQoL were identified.