PURPOSE: The purpose of this study was to identify predictors of depression and quality of life among older adults with osteoarthritis. The predictors included in the model were the client's characteristics(age, pain, disease duration, ADLs), personal resources(hardiness, self-care agency and family support), and depression. METHOD: 150 subjects who were older than 65 years and had diagnosis of osteoarthritis participated in the study. To answer the research questions, descriptive analysis, Pearson correlation, and hierarchical multiple regression were utilized using SPSS WIN program. RESULT: Older adults who were younger and had lower levels of pain and dependency on ADLs, and higher levels of self care agency and hardiness reported lower levels of depression(R2=0.517). Older adults who had lower levels of depression, pain, and dependency on ADLs, higher levels of family support and hardiness, and who are younger reported higher levels of quality of life(R2=0.804). CONCLUSION: Based on the findings of this study, development of nursing intervention program including pain reduction, enhancing ADL abilities and personal resources (hardiness, family support) can be suggested. Further study is needed to increase the ability of generalization of the study findings to the broader population.