ALTHOUGH THE STRAWBERRY MANSION AREA OF PHILADELPHIA WAS ONCE A JEWISH MIDDLECLASS NEIGHBORHOOD, BY 1960 THE POPULATION OF ABOUT 45,000 WAS 93 PERCENT BLACK. TO ASSESS THE IMPACT OF THIS TRANSFORMATION ON THE REMAINING JEWISH RESIDENTS, 77 PERCENT OF THE JEWISH HOUSEHOLDS CONTAINING PEOPLE 60 YEARS OR OLDER WERE INTERVIEWED REGARDING HOUSING, USE OF TIME, HEALTH, NEED FOR SERVICES, FINANCES, SOCIAL RELATIONSHIPS, AND THEIR PERCEPTIONS OF THE NEIGHBORHOOD. BY ALMOST EVERY INDEX OF WELL-BEING, THE ELDERLY RESPONDENTS WERE MARKEDLY DEPRIVED WHEN COMPARED TO THE AGED POPULATION OF THE U.S. OR TO COMPARISON GROUPS OF ELDERLY PEOPLE IN OTHER CONTEXTS. THE RELATIONSHIP OF ENVIRONMENTAL FACTORS TO WELL-BEING WAS EXPLORED IN TERMS OF HEALTH AND DEMOGRAPHIC FACTORS. SIX ENVIRONMENTAL VARIABLES EMERGED: CENTRAL LOCATION (NEAR TRANSPORTATION, PARKS, AMENITIES), DISTANCE TO SHOPPING FACILITIES, INDEPENDENT HOUSEHOLD (OWN TELEVISION, STOVE, TOILET, REFRIGERATOR), BUSY BLOCK (TRAFFIC AND PEOPLE), WELL-KEPT BLOCK AND BUILDING, AND NONRESIDENTIAL BLOCK (COMMERCIAL, VACANT HOUSES, OR LOTS). THE ENVIRONMENTAL, DEMOGRAPHIC, AND HEALTH VARIABLES SERVED AS PREDICTORS FOR SEVEN MEASURES OF THE SUBJECTS' WELL-BEING: LEISURE TIME ACTIVITY, MOTILITY IN THE NEIGHBORHOOD, MORALE, HOUSING SATISFACTIONS, SOCIAL INTERACTION WITH FRIENDS, SOCIAL INTERACTION WITH FAMILY, AND RATINGS ON SCALES MEASURING VIGOR, INTERACTION, AND RESPONSE. MULTIPLE REGRESSION ANALYSIS WAS USED TO DETERMINE HOW HUCH OF THE TOTAL VARIATION WAS EXPLAINABLE IN TERMS OF ENVIRONMENTAL, DEMOGRAPHIC, AND HEALTH CHARACTERISTICS. THE ENVIRONMENTAL VARIABLES WERE FOUND TO HAVE A SUBSTANTIAL ASSOCIATION WITH NEIGHBORHOOD MOTILITY AND INTERVIEWERS' RATINGS OF VIGOR, INTERACTION AND RESPONSIVENESS. GRAPHS AND PHOTOS ILLUSTRATE THE TEXT. REFERENCES ARE NOTED. (KBL)