The purpose of this study is to determine whether a 16-week training program designed to increase muscle strength, flexibility, aerobic capacity, and speed of task completion, as well as knowledge about, acceptability of, and support for exercise will lead to continued exercise and improve functional status, physical activity, and self-esteem for rural sedentary older adults with arthritis. Older adults with arthritis can exercise safely and effectively in supervised exercise programs. What is not yet clear is whether or not those gains are translated into improvements in important daily functions, and whether the benefits of increased activity can be maintained after a supervised program is completed. A randomized, controlled repeated measures study will be conducted in a rural county in the Southeast, where the prevalence of arthritis, poverty, and disability is high. One hundred and eight men and women who are at least 60 years old, who have symptoms of hip or knee arthritis, who are sedentary, who have a partner or friend who will offer encouragement to exercise will be included. Subjects will have been initially identified in a population-based descriptive study of arthritis. Exclusion criteria are conditions that place people at risk for sudden death or suggest that people are unlikely to comply, and conditions that are known to not improve with exercise. Two-hour exercise classes will be held for 6 groups of 9 men and women, meeting 3 times each week for 16 weeks, with planned transition to self-maintenance. Progressive, light resistance exercises and training for speed and coordination, tailored to each individual, will address all major muscle groups, with aerobic training gradually building in intensity to 40-70% heart rate reserve. Exercise and psychoeducational strategies to increase knowledge and acceptability of exercise and to build support from others for exercise will be offered by a nurse clinician assisted by a peer exercise facilitator. Support for exercise will be elicited from participants' family member or friend. The control group will receive a 16-week caregiver training program. At baseline, at the conclusion of the intervention, and 4 months later, physical performance (isokinetic dynamometry by Cybex, functional aerobic capacity by bicycle ergometry, innovative clinical functional tests) will be directly observed, and measures that reflect quality-of-life (health status by Sickness Impact Profile and an Arthritis Pain Scale, self-esteem, physical activity and exercise by the Yale Physical Activity Scale and a semi-structured interview) will described by self report. Hypotheses will be tested with repeated measures MANOVA. Relationships between innovative clinical function tests and established measures of muscle strength and aerobic capacity will be examined by polynomial regression and standard linear regression.