AIM: To understand why some women adjust successfully in later life while others, in similar circumstances, become overwhelmed by life and dislike their old age. METHOD: Qualitative data were generated from field notes of participant observation carried out over ten months. In-depth interviews were also carried out with 11 young older and frail older women, aged 60 to 89 years, attending day centres. A grounded theory approach was adopted to collect and analyse participant observation and interview data. FINDINGS: Adjustment in later life occurs regardless of circumstance. Three areas were identified as being the main obstacles for many. These are depression, maintaining intimacy through friends and family, and managing the change process associated with older age. In addition, a core category of searching for meaning was discovered and used to understand how depression, intimacy and managing change affect adjustment in later life. CONCLUSION: Nurses could use their skills and experience of listening carefully to older patients to discover whether they are distressed, and assess whether there is a need for psychological and emotional support. There is a need for more research into carrying out adjustment work with older women who are struggling to enjoy their later years and with older men to discover themes that are relevant to them.