While in prison, elderly men often have great difficulty coping with the prison regime. They tend to be preoccupied with a fear of dying in prison and thoughts of the loss of contact with family members, the loss of their role as the "protector" of younger family members, the loss of a sense of being respected, and the loss of a sense that their life has some value. In contemplating release and the life that will follow, they have a number of fears, including vulnerability to assault (particularly among those convicted of sexual offenses). They are also anxious about having nothing of value to which they can return from their life before imprisonment, and they sense that they have little time left to start over. These findings are based on interviews with and observations of male prisoners between 65 and 84 years old. Approximately one-third of the inmates had grown old in prison in the course of lengthy and life sentences; 12 inmates were repeat offenders with prior prison experience. The remainder had received their sentences late in life and had no prior experience of prison. The sentences being served by the inmates ranged from 2 years to life imprisonment for a variety of offenses, including fraud, manslaughter, murder, war crimes, and the sexual abuse of minors. The interviews involved listening to their accounts of their prison experiences, and observations focused on how they functioned in the daily prison routine. 25 notes and 30 references