Masterpiece Living (ML), an action program based primarily on MacArthur research on successful aging, has demonstrated positive effects on well-being among older men and women. The evaluative research was conducted in two retirement communities, both with relatively high income residents. The program, made available by the non-profit Masterpiece Alliance Foundation, has been adopted by more than 40 continuing care retirement communities. The research we now propose will adapt the ML program for use in affordable housing communities and assess its effectiveness in to such communities. This research builds on and, we believe, will contribute to two important but seldom integrated bodies of research. The first consists of the laboratory and epidemiological studies that link social and environmental factors to individual health, well-being and productive behavior. The second relevant body of research is based mainly in organizations and deals with factors that create positive change in organizations.