This paper extends earlier health and work studies by examining how mental health affects transitions out of paid work in the years prior to the traditional Social Security retirement ages. Given recent changes in the labor market, optimal mental health may be as important a prerequisite for continuing employment as good physical health. This study uses data from the Health and Retirement Study to examine how mental health is linked to transitions to early retirement or other unemployment in 1996 for middle-aged adults who were currently working in 1992 and whether physical health, job, or sociodemographic factors affect those links. The study results indicated that mental health plays a strong and significant role in the move from paid work to other unemployment in three ways, net of other documented health, job, and sociodemographic correlates of work status. First, higher baseline CES-D depressive symptoms predicted the transition to retiree in male workers. Second, increased CES-D depressive symptoms between 1992 and 1994 (net of baseline symptoms) predicted exits from paid employment and into other unemployment by 1996. Finally, low job autonomy did not have the hypothesized moderating effect on the mental health-work status link. The results also indicated that mental health may be an even more important predictor of transitions out of paid work among middle-aged workers than are physical health and functioning and that patterns of labor force exit differ for men and women.