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The loss of muscle strength, decreased flexibility and range of motion, and decreased sense of balance that frequently accompany aging contribute to falls and functional decline. Even in advanced old age, one can improve strength, decrease the risk of falls, improve cardiorespiratory fitness, and improve ability to live independently. The Transtheoretical Model (TTM) of behavior change is an internationally recognized model that holds much promise for health behavior changes of all types. This article outlines the effects of exercise on age-related changes in the musculoskeletal system and describes the TTM as a model useful to help older adults change their exercise behavior. Research studies are documented that support the effectiveness of the TTM in changing behavior. Application of the model is described with specific examples illustrated in two case studies.