Warren G, the track’s co-producer, has stated:

“(2Pac’s) boy Kato had died in Detroit, so he was like, Warren, you got something? Boom. Pulled up a track, called Nate Dogg like, ‘Nate, come up here and jump on this.’ Nate came up, rocked it and then we had ‘How Long Will They Mourn Me'.”

The track samples “Don’t Stop (Ever Loving Me)” by One Way. Warren G had previously flipped this sample for his own album on the song “Super Soul Sis” featuring Jah Skillz.