A set of older workers from the Raleigh-Durham-Chapel Hill, North Carolina metropolitan area were followed from pre-retirement to 24 months post-retirement in order to explore stages in retirement and the impact of social psychological, social background, and gender factors on the retirement adjustment. First, we found general support for Atchley's model of retirement adjustment (1976). Second, the factors that influence retirement adjustment in the data analysis revealed that: 1) pre-retirement self-esteem and friend identity meanings, as well as pension eligibility, increased positive attitudes toward retirement at six months, 12 months, and 24 months post-retirement; 2) retirement planning and voluntary retirement increased positive attitudes toward retirement earlier, but not later, in the first two years of retirement; 3) poor health decreased positive attitudes toward retirement later rather than earlier in the first two years of retirement; and 4) there were only limited gender effects.