The development of a midlife crisis in women is accompanied by forming mental states that affect the quality of life and determine the possibilities of transformation of midlife crisis into a new stage of self-development. Study sample were 168 women, aged 30 to 44 years. We used projective techniques, questionnaires, content analysis as study methods. The deviation indicator from autogenous norm of M. Lusher test in women with the crisis symptoms has a rather strong positive correlation with the «negative conditions» index (r=0,4; p<0,001). We have identified the parameters of mental states (antipathy, anxiety, tension, asintonia, fatigue) thatmay contribute to the formation of negative mental states in general, hampering personal and social changes in the midlife crisis. The article defines the dominant motivations meaningful for development and transformation of midlife crisis in women. The results complement the scientific understanding of mental states and age characteristics from a gender perspective.