Physical inactivity, poor nutrition, and obesity combine to create a major public health problem, however, only 25% of adults are regularly and sufficiently active to gain health benefits. Lack of adherence contributes to this because typically 50% of exercisers drop out within the first 6 months, and drop-outs are particularly problematic. The purpose of this study was to promote and improve physical activity adherence among drop-outs at three worksites. Participants were solicited in two ways: 1) Drop-outs from two fitness/wellness centers at a large high-tech company were sent e-mail invitations; and 2) Drop-outs were invited to participate through a university employee online newsletter, and return of a questionnaire constituted informed consent. Investigators met the participants for a 60-minute interactive consultation, structured on the stages of change and processes of change model addressing: 1) preparation, 2) action, and 3) maintenance. The session focused on participant: behavioral intentions, commitment, goals and objectives, and perceived barriers. Strategies for overcoming barriers and avoiding or preventing relapse were emphasized. The result was an individually tailored intervention with options for either: a) a lifestyle activity model, b) a supervised fitness center program, or c) a combination of both. Reinforcement or relapse prevention meetings were held with the subjects at 6 and 18 weeks, and one of the corporate groups received periodic e-mail prompts. Participants reported stage of exercise behavior (SOEB) and physical activity mode, duration, and frequency at pre-intervention (T1), 3 months (T2), 6 months (T3), and 9 months (T4). At the conclusion of the study, there were N=10 at each of the corporate sites and N=8 at the university site (total N=28). At 9 months, 71% (N=20) of the participants adhered (stage 3 or above). ANOVA revealed that there were no statistically significant differences (p=<.05) in adherence between the group receiving electronic prompts and the other two groups. From 3 months on there were significant differences (p=<.000) between the adherers and drop-outs on SOEB. Repeated measures ANOVA yielded significant time effects (p<.000) for both the adherers and drop-outs on SOEB, with an effect size of .46 and statistical power of .90. The average adherer progressed from the preparation stage to action, while drop-outs regressed from preparation to pre-contemplation, (inactivity). A pre-program behavioral skills consultation is a promising strategy to improve adherence.Keyword(s): health promotion, physical activity, worksite