To explore the characteristics of osteoarthritis (OA) patients who are unwilling vs. willing to undergo total joint replacement (TJR) surgery if suggested by their physician. Data were drawn from the Adelphi OA Disease Specific Programme (2017-18), a cross-sectional study of physicians and their patients with hip/knee OA in France, Germany, Italy, Spain and UK. Linked physician and patient-reported data were collected including: demographics, clinical characteristics, current treatment(s), pain and function (0-10 scale). Patients were categorised into two groups: those unwilling vs willing to undergo TJR surgery if recommended by their physician. Descriptive statistics were reported. The analysis included 822 patients with moderate-severe OA pain; 46% with moderate pain reported being unwilling to have surgery (vs 54% willing), 36% with severe pain were unwilling (vs 64% willing). Patients unwilling to have surgery reported they did not need it (35%), were afraid of surgery (32%) or were unable to afford surgery (27%). Age and sex were similar across unwilling vs willing groups (age: 67.1 [11.59] vs 66.2 [11.52]; female: 59% vs 54%). Results indicated that patients unwilling (vs willing) to have surgery were less likely to be: unemployed/retired due to their OA (4% vs 10%); prescribed an opioid currently (35% vs 44%); reported their mobility impacted (66% vs 83%); or had OA surgery previously (8% vs 21%). Results further suggested that patients unwilling (vs willing) had slightly lower pain (4.5 vs 4.9) and better function (4.8 vs 5.3), and were more likely to be ‘very’ or ‘somewhat’ satisfied with their currently prescribed treatment (38% vs 31%). Despite having moderate-severe OA pain, nearly half of patients in this study were unwilling to undergo surgery, even if recommended by their physician. Many patients felt they didn’t need joint replacement. However, fear of surgery and potential cost were other common reasons.