This study examined attitudes and beliefs about exercise among 83 persons with non-insulin-dependent diabetes who had completed outpatient diabetes counseling. An adaptation of the Health Belief Model, labeled the Exercise Behavior Model, guided perceptual measures. Fifty-two percent of the subjects were exercising 3 or more days per week. Those with a greater length of time since diabetes counseling were more likely to be currently exercising. Positive and negative attitudes toward exercise characterized the group; however, only negative attitudes were related to exercise. Both exercisers and nonexercisers perceived barriers to exercise. Other people, chance happenings, physical discomfort, and perceptions of fitness, weight, and appearance played a role in whether the subjects exercised. The results indicate that providing assistance in identifying support for exercise and overcoming perceived barriers to exercise may increase compliance to this important aspect of the diabetes regimen.