This investigation examined the factor structure and correlates of the Reasons for Exercise Inventory among 101 exercising women. Subjects completed the 24-item inventory (with one added item), reported their weekly frequency of exercise, and completed two standardized body-image measures. Factor analysis indicated that, with minor modifications, the instrument has an internally consistent structure with four factors of Appearance/Weight Management, Fitness/Health Management, Stress/Mood Management, and Socializing. Appearance/Weight Management was associated with a more negative body image independent of actual body mass and was the only motive related to self-reported frequency of exercise.