Most older people maintain good mental health despite numerous age-related changes to their physical health and functional abilities. Although it is widely believed that making downward social comparisons is a strategy used by older adults to protect their psychological well-being against narcissistic threats, there has been scant research on this topic. Moreover, the rare studies conducted so far have insufficiently examined how downward comparisons mediate the relationship between adverse age-related changes and psychological well-being. In this study, we tested a model in which making downward social comparisons (i.e., to similar others who are worse off) was hypothesized to mediate the relationship between a self-perceived decline in physical functioning and depressive symptoms. Data were obtained by self-administered questionnaires from 355 communitydwelling males (n = 163) and females (n = 192) ranging in age from sixty to ninety-five years. The model was tested with EQS 5.7, and the observed data fit the proposed model well for both males (Chi Square: 1.65 (p >.05); CFI: .99; GFI: .99) and females (Chi Square: 11.48 (p <. 05); CFI: .95; GFI: .97). Mediation held across gender, but males were more likely to use downward comparisons. Model fit improved for both genders when an unhypothesized path from depressive symptoms to comparison consequences was added, which is sensible because depressed individuals often tend to evaluate self-related information in a negative manner. The findings are discussed regarding their relevance to future theory, research, and practice.Most older adults maintain good mental health despite the many threats to their psychological well-being, which are linked, to age-related declines in physical health and functioning (Baltes, 1993). It is widely believed that making selective social comparisons is one way that elderly persons are able to fend off these potential narcissistic assaults (