A) One evening a few years ago I found myself in an anxiety. Nothing was really wrong my family and I were healthy, my career was busy and successful -- I was just feeling vaguely down and in need of a friend who could raise my spirits, someone who would meet me for coffee and let merant until the clouds lifted. I dialed my best friend, who now lives across the country in California, and got her voicemail. That's when it started to dawn on me -- lonesomeness was at the root of my dreariness. My social life had dwindled to almost nothing, but somehow until that moment I'd been too busy to notice. Now it hit me hard. My old friends, buddies since college or even childhood, know everything about me; when they left, they had taken my context with them.

　　B) Research has shown the long-range negative consequences of social isolation on one's health. But my concerns were more short-term. I needed to feel understood right then in the way that only a girlfriend can understand you. I knew it would be wrong to expect my husband to replace my friends: He couldn't, and even if he could, to whom would I then complain about my husband? So I resolved to acquire new friends -- women like me who had kids and enjoyed rolling their eyes at the worlda little bit just as I did. Since I'd be making friends with more intention than I'd ever given the process, I realized I could be selective, that I could in effect design my own social life. The down side, of course, was that I felt pretty frightened.

　　C) After all, it's a whole lot harder to make friends in midlife that it is when yon're younger -- a fact woman I've spoken with point out again and again. As Leslie Danzig, 41, a Chicago theater director and mother, sees it, when you're in your teens and 20s, you're more or less friends with everyone unless there's a reason not to be. Your college roommate becomes your best pal at least partly due to proximity. Now there needs to be a reason to be friends. "There are many people I'm comfort-able around, but I wouldn't go so far as to call them friends. Comfort isn't enough to sustain a real friendship," Danzig says.

　　D) At first, finding new companions felt awkward. At 40 I couldn't run up to people the way my4-year-old daughters do in the playground and ask, "Will you be my friend? Every time you start anew relationship, you're vulnerable again," agrees Kathleen Hall, D Min, founder and CEO of the Stress Institute, in Atlanta. "You're asking, 'Would you like to come into my life?' It makes us self-conscious."

　　E) Fortunately, my discomfort soon passed. I realized that as a mature friend seeker my vulnerability risk was actually pretty low. If someone didn't take me up on my offer, so what: I wasn't in junior high, when I might have been rejected for having the wrong clothes or hair. At my age I have amassed enough self-esteem to realize that I have plenty to offer.

　　F) We're all so busy, in fact, that mutual interests -- say, in a project, class, or cause that we already make time for -- become the perfect catalysts for bringing us in contact with candidates for camaraderie. Michelle Mertes, 35, a teacher and mother of two in Wausau, Wisconsin, says anew friend she made at church came as a pleasant surprise. "In high school I chose friends based on their popular-ity and how being part of their circle might reflect on me. Now's it's our shared values and activities that count." Mertes says her pal, with whom she organized the church's youth programs, is nothing like her but their drive and organizational skills make them ideal friends.

　　G) Happily, as awkward as making new friends can be, self-esteem issues do not factor in -- or if they do, you can easily put them into perspective. Danzig tells of the mother of a child in her son's pre-school, a tall, beautiful woman who is married to a big-deal rock musician. "I said to my husband, she's too cool for me,'" she jokes. "I get intimidated by people. But once I got to know her, she turned out to be pretty laid-back and friendly." In the end there was no chemistry between them, so they didn't become good pals. "I realized that we weren't each other's type, but it wasn't about hierarchy." What midlife friendship is about, it seems, is reflecting the person you've become (or are still becoming) back at yourself, thus reinforcing the progress you've made in your life.

　　H) Harlene Katzman, 41, a lawyer in New York City, notes that her oldest friends knew her back when she was less sure of herself. As much as she loves them, she believes they sometimes respond to is-sues in light of who she once was. An old chum has the goods on you. With recently made friends, you can turn over a new leaf.

　　I) A new friend, chosen right, can also help you point your boat in the direction you want to go. Hanna Dershowitz, 39, an attorney and mother in Los Angeles, found that a new acquaintance from workwas exactly what she needed in a friend. In addition to liking and respecting Julia, Dershowitz had a feeling that the fit and athletic younger woman would help her to get in shape.

　　J) While you're busy making new friends, remember that you still need to nurture your old ones. We asked Marla Paul, author of The Friendship Crisis: Finding, Making, and Keeping Friends When You "re Not a Kid Anymore, for the best ways to maintain these important relationships. Keep in touch. Your friends should be a priority; schedule regular lunch dates or coffee catch-up sessions, no matter how busy you are. Know her business. Keep track of important events in a friend's life and show your support. Call or e-mail to let her know you're thinking of her. Speak your mind. Tell a friend (politely) if something she did really upset you. If you can't be totally honest, then you need to reexamine the relationship. Accept her flaws. No one is perfect, so work around her quirks --she's chronically late, or she's a bit negative -- to cut down on frustration and fights. Boost her ego. Heartfelt compliments make everyone feel great, so tell her how much you love her new sweater or what a great job she did on a work project.