Purpose: This study was performed to identify the factors that change exercise behave. This study will also classify and identify the characteristics of excercise stages to which the elderly belong Also, to identify the processes of change which influence on the changes in exercise performed by the elderly. Methods: Convenient samples of 198 subjects over the age 60 in Seoul Korea(mean age=70) were selected from elderly communities and were all mentally conpetant older adults. The data were collected from April 1,1999 to May 30, 1999. The research instruments were measured the change in exercise (Marcus et al., 1992b), such as Stage of Change measure(Marcus et al,1992a). The data were analyzed by SAS Program. Results: 1. According to the measure of change without missing data, 191 subjects were distributed each stage of change for exercise: 50 subjects (26.1%), 7 subjects (3.6%), 52 subjects (27.2%), 4 subjects (2%), and 78 (40.8%) belonged to the precontemplation stage, the contemplation stage, the preparation stage, the action stage and the maintenace stage. 2. According to the factor analysis, 6 factors of change were identified as appropriate processes of change and were named by the researchers. The names were; 'Supportive helping relationship', 'Self cognitive determination', 'Environmental reinforcement', Consciousness raising', Reinforcement of negative condition and 'Conversion of negative condition'. 3. According to the stage of change, there were significant mean differences in the 'Supportive helping relationship(F=22.04, p=.0001)', 'Self cognitive determination (F=50.87, p=.0001)', 'Reinforcement of negative condition(F=7.84,p=.0006)'. 4. Through the discriminant analysis, it was found that Self cognitive determination is the most influential variable as one of the processes of change which can discrimiate the three stages of change (precontemplation, preparation, and maintenance). Also the next significant variable was Reinforcement of negative condition. Conclusion: The process of the dey change is one of concepts of The transtheoretical model known as strategies and the techniques people use as they go through the different stages of change. Even though this study is cross- sectional not longitudinal study, the finding of this study gives useful information for exercise intervention, by using this strategy of exercise for elderly in different stages of change in exercise.