Engaging in 150+ minutes of moderate to vigorous exercise is a recommended self-management strategy for arthritis. Considering the low levels of exercise among individuals with arthritis, national calls have been made for investigation of theory-based processes important for adherence. Self-regulation may be a key process important for persisting with exercise plans in the face of arthritis pain anxiety. The present study examined relationships based upon a known model (Fear Avoidance [FA] model) used to understand self-regulatory behavioral responses to pain anxiety – an unexamined relationship in the arthritis and exercise literature. Primary study purposes involved examination of predictors (pain, pain anxiety, and pain acceptance) of maladaptive and adaptive self-regulatory responses among adults with arthritis who exercise. The secondary purpose examined whether participants who met the recommended dose of exercise over a two-week period significantly differed in their pain cognitions and self-regulatory responses to pain anxiety compared to less active counterparts. Participants were 136 adults (Mage = 49.75 ± 13.88years) with self-reported medically-diagnosed arthritis. Online surveys of pain cognitions and demographics were completed at baseline, followed by self-reported exercise two weeks later. Hierarchical multiple regression analyses illustrated that: (a) pain anxiety was a significant, positive predictor of the use of maladaptive self- regulatory responses (p < .001) and (b) the interaction of pain anxiety x pain acceptance was a significant predictor of the adaptive self-regulatory responses relationship (p < .05). Follow-up analyses illustrated that pain acceptance was a moderator of the pain anxiety – adaptive self-regulatory responses relationship. Participants with higher pain acceptance used adaptive responses less frequently when anxiety was lower than participants with lower acceptance. When pain anxiety was higher, both higher and lower pain acceptance was associated with the more frequent use of adaptive self-regulatory responses. A MANOVA analysis illustrated that participants meeting the recommended exercise dose had significantly lower pain anxiety, higher pain acceptance, and used maladaptive self-regulatory responses less compared to the group not meeting the dose (p’s ≤ .01). Taken together, findings provide the first ever support for FA model predictions in the arthritis – exercise domain. The results of this observational study suggest a next step could be an extended longitudinal study design with multiple time periods of assessment (e.g., measures once a month over a six-month period). Observing the relationships over time would provide a better understanding of within-person changes in the psychosocial variables relative to exercise. Such research would provide a profile of individuals’ levels of anxiety, acceptance, and self-regulatory responses when they either decrease or completely avoid exercise and when they adhere. Obtaining a social cognitive profile of people at risk for exercise avoidance may be a useful tool in the future to identify those who are in need of intervention to deal with their pain anxiety.