The purpose of this study was to examine the effects of background, psychological, and social variables on older adults' well-being, and how this may differ for men and women. Participants included 800 adults from the 2002 Health and Retirement Study (HRS), aged 60 to 101 years old (M = 71.22, SD = 8.46), who completed the optional positive well-being module. Gender-based regression models revealed that for men, marital status, self-rated health, and depression were significant predictors and accounted for 32% of the variability in positive well-being. Similar to men, self-rated health and depression were significant predictors of well-being for women. Additional significant predictors for women included age, the importance of religion, and volunteer work. Combined, these variables explained 35% of the variance in women's positive well-being. These results can help us understand which variables are important to target when developing interventions to improve the well-being of older men and women. (Contains 1 table.)