Attitudes to ageing exert a powerful influence on health and well-being, yet surprisingly little research has examined factors that contribute to the formation of these attitudes. The aim of this study was to consider the potential role of self-compassion in predicting attitudes to ageing, which in turn contribute to positive and negative mental well-being and self-reported health.This was a cross-sectional study using data from 517 midlife women aged between 40 and 60. Structural equation modelling was used to examine the relationships between self-compassion, three facets of attitudes to ageing and well-being outcomes.Together, self-compassion and attitudes to ageing explained between 36% and 67% of the variance in well-being. Self-compassion was a strong predictor of attitudes towards psychosocial loss, physical change and psychological growth (β range: .22-.51). Furthermore, the relationship between self-compassion and well-being outcomes was partially mediated by attitudes to physical change.Self-compassion may be a modifiable internal resource to promote healthy attitudes to ageing in midlife, when ageing becomes personally relevant. Moreover, attitudes towards physical change may help explain how self-compassion promotes well-being among midlife women.