Bereaved spouses comprise a population at risk for psychological distress. Evidence suggests that spouses 55 years of age and younger are at increased risk of morbid outcomes, including major depressive episodes. Although the emotional impact of the sudden loss of a spouse has been well studied, less attention has been paid to the psychological impact of loss that is foreseeable, as in the case of a serious illness. In this study, data were obtained from pre-death interviews with 103 well spouses of terminally ill cancer patients. Subjects were white, 55 years of age or younger, and living with the patient and their child(ren) aged 7 to 16 years old. Depressive distress was assessed using the Brief Symptom Inventory. Fifty eight percent of males and 42% of females had scores for depressive distress in a clinically significant range. Regression analyses revealed gender was the most important predictor of the level of depressive distress reported, followed by patient's functional status and whether the well spouse quit work as a result of the patient's illness. The number of children 18 years or younger living in the household was inversely related to the level of depressive distress. The results of this analysis suggest that a large proportion of well spouses of patients with cancer who are also the parents of school-aged children may experience significant depressive distress during the terminal phase of their spouse's illness. These findings are important for planning future programs and improving existing ones for the spouses of terminal cancer patients.