This study was designed to examine factors influencing exercise behavior of older African American adults. Using the Transtheoretical Stages of Change Model and focus group methodology, 103 participants were assigned to gender and stage specific groups of 5 to 12 each. The focus group discussion guide was developed to explore the meaning of health and exercise, and factors that influence exercise behavior for each stage of the model. Responses varied by stage and gender. Men and women alike described health as the ability to remain active and participate in desired activities. The meaning of exercise varied, by stage, from the ability to perform household chores to engaging in aerobic activities. Many factors such as health, social support, efficacy, and motivation influenced the desire and ability to exercise. Women were more likely than men to identify family responsibility as a barrier to participation in exercise activities. Participants identified strategies to recruit and retain African American elders in exercise programs. Findings of the study have implications for health professionals designing exercise health promotion programs for older African American adults in community settings.