The present study examined the relationships among body composition, exercise participation, and physique anxiety in a sample of middle-aged, formerly sedentary males and females. Study variables were assessed prior to and following participation in a 20-week aerobic exercise program. Subjects reduced their weight, body fat, and body circumferences over the course of the program, as well as physique anxiety. Multivariate and hierarchical regression analyses revealed females and those subjects between 45 and 54 years to be significantly more physique-anxious than their older counterparts. Being female and failing to reduce hip circumference were significantly related to postprogram physique anxiety. Although those who exercised more frequently tended to be less physique-anxious in correlational analyses, exercise frequency was a nonsignificant predictor when controlling for body composition. Thus, it appears that body image is a concern across the female age spectrum rather than the sole province of undergraduate females.