OBJECTIVES The developmental adaptation model (Martin & Martin, 2002) provides insights into how current experiences and resources (proximal variables) and past experiences (distal variables) are correlated with outcomes (e.g., well-being) in later life. Applying this model, the current study examined proximal and distal variables associated with positive and negative affect in oldest-old adults, investigating age differences. METHODS Data from 306 octogenarians and centenarians who participated in Phase III of the Georgia Centenarian Study were used. Proximal variables included physical functioning, cognitive functioning, self-rated health, number of chronic conditions, social resources, and perceived economic status; distal variables included education, social productive activities, management of personal assets, and other learning experiences. Analysis of variance and block-wise regression analyses were conducted. RESULTS Octogenarians showed significantly higher levels of positive emotion than centenarians. Cognitive functioning was significantly associated with positive affect, and number of health problems was significantly associated with negative affect after controlling for gender, ethnicity, residence, and marital status. Furthermore, four significant interaction effects suggested that positive affect significantly depended on the levels of cognitive and physical functioning among centenarians, whereas positive affect was dependent on the levels of physical health problems and learning experiences among octogenarians. CONCLUSION Findings of this study addressed the importance of current and past experiences and resources in subjective well-being among oldest-old adults as a life-long process. Mechanisms connecting aging processes at the end of a long life to subjective well-being should be explored in future studies.