Older adults’ friendships are related to lower levels of depression, better physical health, and longevity. For the approximately one million functionally impaired older Americans in assisted living facilities, however, impaired functioning and high levels of depression could render them less able to form and maintain the very relationships that could support their health and well-being. This paper presents results from a social network analysis of residents of an assisted living facility who passed a cognitive screening in Houston, TX (N=33). Exponential random graph models were used to examine factors related to residents’ acquaintances and friendship networks, including their cognitive functioning, physical limitations, and depressive symptoms. Residents reported an average of 11.2 acquaintances (SD=7.2) and 2.8 companions (SD=3.0). Features of social networks commonly found in the general population (e.g., reciprocity and transitivity) also existed within the assisted living facility. Acquaintances were more likely reported by younger residents and between residents with similar levels of physical limitations. Friendship ties were more likely between residents who lived on the same floor of the building. Implications: There were sizable social networks in spite of residents’ physical limitations and dependency. Unlike prior research with community dwelling older adults, levels of depression and physical limitation were not associated with residents’ friendships, suggesting the social environment in an assisted living facility may buffer the association between physical and mental health and social isolation. The association between social relationships and apartment location suggests environmental features can influence residents’ social networks.