This paper uses a household survey from South Africa to estimate a model of subjective well-being based upon poverty and household characteristics including housing, sanitation, and transportation. Following Sen, we allow for factors in addition to income and we begin to incorporate functionings and capabilities as determinants of well-being. This study finds that important differences exist among groups based upon their economic status. For the poorest quartiles transportation and housing play the most important role in determining well-being, while for the richest quartiles, sanitation, water, energy, education and health are relatively more important. These results have important public policy implications because many of the factors affecting well-being have large public good components. In addition, these results could be used to help governments focus aid in order to improve well-being.