|Abstract. Social comparison may play a role in women’s, but not men’s, penalization of successful women in masculine occupations. Since job attainability influences women’s penalization of women (Parks-Stamm, Heilman, & Hearns, 2008), agency influences job suitability ratings (Bosak & Sczesny, 2008), and attainability and suitability are related constructs, it was predicted that agency and penalization would be related, and that suitability and attainability would mediate this relationship. Students from a southeastern university read a job description, completed agency, job attainability and suitability measures, and rated a successful woman in the occupation. For women only, agency was related to penalization scores, and attainability (but not suitability) mediated this relationship, suggesting that social comparison plays a role in women’s penalization of successful women.