In both industry and government, the current response to the problems of retirement is the development of programs for pre-retirement counseling and planning. A group of older workers who were offered a comprehensive retirement planning program by their company was examined to determine reasons for both attendance and non-attendance in the program. Subjects (N=109) completed several measures, including: (1) a measure of objective conflict assessing factors that pushed toward retirement (health, age, job changes, influence from others) and factors that pushed toward a continuation of work (high job status, high number of dependents, low income, short tenure); (2) a measure of subjective conflict assessing tangible and intangible consequences of work and retirement; (3) a measure of stress; and (4) two measures of stress manifestation. Findings revealed that pre-retirement program non-attenders manifested low and high self-esteem, while attenders manifested moderate levels of self-esteem. The most powerful predictor of non-attendance was high subjective conflict. Other findings confirmed the role of health factors in retirement decision-making and showed that health problems were bound up with conflict and stress in the pre-retirement period. The results suggest that non-attenders needed to attend the retirement planning program more than those who actually did. (NRB)