This study explored the hypothesis that quality of life mediated the effects of depression and loneliness on health, something not previously found in the literature. Measures included the GDS-15, UCLA-R Loneliness scale, CASP-19 quality of life scale, and a one-item subjective health rating. Participants were 40 frail older adults receiving Home and Community-Based Services (HCBS). A path analysis showed that the model was a good fit for the data (c2 (2, N=40) = 0.27, p = .88; NFI = .997, RFI = .991, RMSEA = .00). These results indicate that the effects of depression and loneliness on health can be accounted for by their influence on quality of life.