ABSTRACT As more individuals live past age 100, it is important for health pro- fessionals to better understand characteristics important to the mental health of the oldest-old in our society. Few studies have been conducted on mental health in this group, but current literature sug- gests these individuals are very resilient with respect to mental health and life satisfaction, despite their health disadvantages. In in- terviews in a variety of studies, par- ticipants talked of the importance of both inner and outer resources for empowerment. Greater under- standing of mental health in aging can inform policy makers as they draft new legislation and programs to enhance quality of life for the oldest-old.