Purpose: Levels of physical activity in the United States population are inadequate. Since women generally live longer than men, and are less apt to engage in physical activity than men, it is important to understand how older women can successfully change their physical behavior. The purposes of this study were to 1) review the literature published on exercise behavior in older women and 2) to describe the experience and meaning of exercise behavior change of healthy women who began exercising after 50 years of age. Method: A literature review on physical activity or exercise in older women was conducted. The review was limited to studies that reported on healthy, community dwelling women, 65 years of age or older. Additionally, a study was conducted that used the phenomenological method in which participants were interviewed about their experience of exercise and exercise behavior change. Interview transcripts were analyzed to reveal the structure and essense of women’s lived experience of exercise behavior change. Results: Most studies in the literature were found to use cross-sectional designs. Static descriptions of older women who are, or are not, physically active, provide little insight into how inactive women become active. The phenomenological study found that the essence of adopting exercise for the women was an experience of exercise resonance. Establishing a habit of exercise occurred via mechanisms that that were not overtly evident to the participants and their descriptions of the exercise behavior change process were murky. Conclusions: A better understanding of exercise behavior in women is needed. Further, it is necessary to critically examine the models currently driving much of the research in exercise behavior change.