PURPOSE: The purpose of this study was to develop and test a model to explain the transition state for Korean middle-aged women focusing on the transition concept. METHOD: A hypothetical model was constructed based on the transition model of Schumacher & Meleis(1994) and tested. Thehypothetical model consisted of 5 latent variables and 11 observed variables. Exogenous variables were demographic characteristics, obstetric characteristics, and health behavior. Endogenous variables were transition state and quality of life with 6 paths. The data from 221 middle-aged women selected by convenience was analyzed using covariance structure analysis. RESULT: The final model which was modified from the hypotheticalmodel improved to GFI=0.97, AGFI=0.94, NFI=0.94, and NNFI=0.95. The transition state was influenced directly by demographic characteristics, quality of life, and also indirectly by health behaviors. However, the influence of obstetric characteristics was not significant. The transition state was accountable for 68% of the variance by these factors. CONCLUSION: These results suggest that enhancing health behaviors of the women are necessary to increase quality of life and it consequently contributes to improving the transition state. This model could be used to explain the health related vulnerability in these ages and to diagnosis individual women.