We tested the hypothesis that among women who are chronically ill, a re-ordering of life values maintains mental health. A community-based prospective longitudinal study was conducted in which data were obtained from 601 women in 1986, when the women were with mean age 42 and again in 2003, when the women were with mean age 58. There was a significant change in life values as women aged with more change among women with chronic disease (n = 476) than those without chronic disease (n = 125). Increased valuation of intrinsic life values (health and love) and decreased valuation of extrinsic life values (power, fame and attractiveness) were associated with subsequent better mental health for women with chronic disease, but not for those without chronic disease.