To determine the relationship between the genetic and environmental risk factors for common internalizing psychopathology (IP) and mental well-being (MWB), we examined detailed measures of emotional, social and psychological well-being, and a history of major depression (MD), generalized anxiety disorder (GAD) and panic attacks in the last year, in 1,386 twins from same-sex pairs from the MIDUS national USA sample assessed in 1995 and then again in 2005. Statistical analyses were performed with the Mx program. In the 1995 data, the best fit model contained one substantially heritable common factor for MD, GAD and panic attacks, and one strongly heritable common factor for the three well-being measures. Genetic and environmental risk factors for IP accounted for, respectively, 50 and 5%, of the genetic and environmental influences on MWB. We then constructed, using 1995 and 2005 data, two common factors that reflected temporally stable influences on (i) MD and GAD, and (ii) on emotional and psychological well-being. Genetic and environmental risk factors for the stable liability to IP accounted for 41 and 29% of the stable genetic and environmental influences, respectively, on MWB. This study suggests that genetic risk factors for IP make up 41-50% of the genetic influences on MWB. The overlap of environmental risk factors is more modest. Although low levels of IP on average reflect a high genetic propensity for MWB, other independent genetic influences play an important role in producing good mental health.