Physical inactivity has been identified as a major health risk factor in our society, and women engage in significantly less physical activity than men. Only a small percentage of studies investigating cardiovascular disease and physical activity have included women (USDHHS, 1996), so we know very little about why women do or do not exercise. The purpose of this study was to investigate barriers that inhibit and facilitators that enable women to engage in an active life style using a qualitative research design. Participants were 20 women between the ages of 45 and 60 who were recruited by their physicians during routine annual examinations. They were interviewed individually by a member of the research team using an interview guide approach. Questions focused on participants’ definitions of health, involvement in physical activity, and explanations for their health behaviors. Interviews were audio taped and transcribed verbatim. The research team met biweekly over the course of a year to inductively analyze the data, identifying categories and themes to represent the participants’ voices. The categories of barriers and facilitators represented a complex interaction of factors, producing a set of mirror images. That is, factors that constituted barriers to some women were reframed by others so that they became facilitators. The mediation of barriers into facilitators revolved around the negotiation of three aspects of self that emerged as the major themes: the medicalized self, the imposed self, and the embodied self. Barriers and facilitators within the medicalized self centered around physical issues, such as aging and illness. Within the imposed self, barriers and facilitators included environmental and social issues, or roles that are typically imposed on women, such as caretaker. For the embodied self, influential factors were personal relevance, acceptance or dissatisfaction with the status quo, and the level of value and commitment to an active lifestyle. Within each of these aspects of self, factors that were barriers for some participants were successfully negotiated by others to become facilitators. For example, some women said they did not have time to exercise because of family responsibilities, while others indicated that they engaged in physical activity and other healthy behaviors because of their families. These findings provide valuable insight into the choices that women make concerning their physical activity and suggest that encouraging women to reconceptualize barriers from a personal frame of reference could be a powerful intervention strategy in the effort to increase activity levels. Keyword(s): physical activity