--- - |2 Abstract Objective(S) The aim of this study was to test a theory driven model in which pain acceptance (both pain willingness [PW] and activity engagement [AE]) mediates the relationships of mindfulness and selfcompassion with depressive symptoms, while controlling for pain intensity. Methods A path analysis was conducted using AMOS software to test a meditational model in a sample of women with chronic musculoskeletal pain (N = 231). Results Participants with higher levels of mindful awareness and selfcompassion presented lower levels of pain intensity and depressive symptoms, and higher levels of AE. PW did not significantly correlate with any variable in study. The mediation analysis showed that AE mediated the relationship between selfcompassion and depressive symptoms, independently from pain intensity. Conclusions These findings seem to corroborate the hypothesis that selfcompassion is rooted in a motivational system, as it seems to correlate with less depressive symptoms through increasing the engagement with valued actions despite experiencing pain. - Journal of Clinical Psychology, EarlyView.