Abstract The need to change the sedentary habits of many American adults is well recognized. Middle-aged women are an important target group for increased physical activity because of certain health risks such as osteoporosis. In the current study, 31 women between the ages of 30 and 60 from high- and low-income groups (high-income >$50,000; low-income <$50,000 per year) took part in a physical activity intervention. The goal was to increase walking activity to a minimum of 90 min per week. Each woman received 16 telephone calls over a 6-month period in which she was asked to reflect upon the benefits of walking, goal setting, restructuring plans, social support, exercise efficacy, relapse prevention, and maintenance. Content analysis revealed a number of themes emerging from intervention conversations. There were differences between races in walking location and walking partners. Furthermore, there were differences between income groups in beliefs about the benefits of walking and social support. Overall, the intervention appeared to provide a basis for women to develop a walking routine. The women were able to reflect upon their walking routine and attempts to begin a walking routine and to identify how each component of the intervention affected their individual daily routine.