The purpose of this study was to investigate what older adults with severe, moderate, or no mobility limitation consider motives for and barriers to engaging in physical exercise. Community-dwelling adults (N=645) age 75-81 years completed a questionnaire about their motives for and barriers to physical exercise and answered interview questions on mobility limitation. Those with severely limited mobility more often reported poor health, fear and negative experiences, lack of company, and an unsuitable environment as barriers to exercise than did those with no mobility limitation. They also accentuated disease management as a motive for exercise, whereas those with no or moderate mobility limitation emphasized health promotion and positive experiences related to exercise. Information about differences in motives for and barriers to exercise among people with and without mobility limitation helps tailor support systems that support engagement in physical activity among older adults.