Disability among the old-old leads to diminished quality of life and a disproportionate amount of health care resource use. There is increasing recognition that efforts to decrease disability among the elderly must be based on a better understanding of factors which slow down the cascade from chronic illness to organ-level physical impairment to disability. Progression along this cascade is not inevitable, but may be buffered by personal and social resources, preventive adaptations and impairment- relevant ameliorative adaptations. We have a unique opportunity to study a comprehensive model of this cascade and its buffers on a sample of the 660 elderly, age 75+, who are enrolled in an ongoing NIA-funded MERIT award study of Florida retirees. A three wave longitudinal design will be used in conjunction with data collection in the ongoing study. The proposed new study will introduce performance- based assessments of physical impairment, additional measures of specific adaptations to impairment, and time use measures of social disability. The study will take advantage of existing measures of chronic illness, personal (ADL/IADL) disability, health promotion activities, and social, psychological and economic resources. Descriptive analyses will characterize the illness - impairment -disability cascade and its effects on quality of life and health care use, and will identify the range of adaptations activated by the elderly to deal with their impairments. Least squares regression and structural equation modeling will be used to test a comprehensive model of buffers of this cascade. Findings from the proposed study will be useful to policy makers, service providers and others attempting to minimize disability and enhance quality of life among the elderly.