Similar to previous research, the voices of older women in this study illustrate their concerns of how they are marginalized in the prison space they share. Living in a total institution, the women replaced their social identities with identities more typical of institutionalized populations. The prison provides the impetus to manufacture new social networks as a prison strategy. The primary experience shared by women aging behind bars is the stressful nature of incarceration. Other lived experiences the inmates share with potential acquaintances include having retaliated against former abusers, grievances against staff members, and living with limited age-appropriate recreational and vocational opportunities. Considering health and mobility as a significant predictor of friendship formation and maintenance during later life, it is not surprising that the women help others who are sick and require medical treatment, nor is it surprising that one’s medical conditions may in fact lead her to socializing and forming close friendships. The entry into and adaptation to prison can be a difficult transition for many older women. In addition older women in prison represent a much-neglected population and only recently it has become apparent that the number of incarcerated women over 50 is beginning to pose significant problems for correctional officials. Using a sample of 29 female inmates over age 50 housed in a southeastern prison, this study identified how older female offenders adapted to prisons. Table, references