Social comparison processes were investigated as mechanisms by which elderly women maintain or enhance their psychological well-being in the face of health-related threats or loss. In Study 1, a measure of social comparisons was tested, and a preliminary model of the effects of health and social comparisons on depression was examined (N = 42). In Study 2, a separate sample of elderly women (N = 243) completed self-report measures concerning physical health, upward and down ward social comparison processes, and positive and negative aspects of psychological adaptation. A s predicted, worse physical health status was linked to more frequent social comparisons; however, more positive social comparisons were related to better mental health outcomes, even for women in poor health. In fact, the effects of social comparisons were strongest for women in the poorest health, resulting in psychological outcomes similar to women in good health. Thus, social comparisons appear to play a significant role in psychological well-being in old age. The findings also point to the importance of distinguishing between frequency and consequences of social comparison processes.