Exercise imagery is an emerging topic in health and exercise psychology research. Previous studies have found that exercise imagery may have cognitive and motivational effects on exercise behaviors. However, the research in exercise imagery has focused primarily on college students and the use of qualitative methods. Therefore, this study expanded previous research by using qualitative methods with middle-aged adults. Specifically, 30 middle-aged adults from 35 to 65 (M=48.13, SD=8.33) that included 11 males and 19 females were interviewed to examine when, where, what (content), and why (function) they used imagery focused on their exercise behaviors. By using grounded theory procedures, results revealed seven higher order themes: exercise technique images, appearance images, health outcome images, plan/strategy images, stress level/emotion images, confidence enhancing images, and energy/drive images. These results were consistent with previous research and theoretical frameworks in imagery. Certain quotes were chosen from the interviews to highlight each higher order theme. Some additional findings were the importance of health imagery, the thoughts of past images of self and comparing to present, making plans/strategies to motivate oneself to exercise, and the relationship between the content and functions of exercise imagery. Overall, this study represented a descriptive basis for research in exercise imagery by using grounded theory analysis and the development of a conceptual framework.