This article describes a telephone survey of attitudes and behavior relevant to exercise adoption among 286 Australian women aged 50 to 64. Stages of change identified by the transtheoretical model of behavior change were related to attitudes, knowledge, and demographic variables. In comparison with exercisers, precontemplators were older, had lower exercise knowledge, perceived lower levels of family support for exercise, expected fewer psychological benefits from exercise, and rated exercise as less important than avoiding smoking. The main significant difference between contemplators and those in the action or maintenance stage involved the perception of practical barriers. Despite the limitations of this cross-sectional self-report study, it identifies attitudes and knowledge as potential targets for intervention with middle-aged women.