The purpose of this article is to examine the factors associated with women's mental health. A random sample of 340 Australian women aged 40–55 completed surveys on menopausal and lifestyle factors and mental health at three time points. We used hierarchical models to show that decrements in mental health were associated with a corresponding increase in some midlife symptoms (p < .01), time (p < .01), and poor physical health (p < .01), but the effect was not permanent. In older women, mental health was associated with physical functioning, climacteric symptoms, and time, while individual variations in mental health score were largely explained by lifestyle factors.