Women diagnosed with breast cancer comprise the largest group of cancer survivors in the United States. This is due primarily to early detection and improved treatment options. For these women, surgery is often the first step in combating the disease followed by adjuvant therapies such as irradiation, chemotherapy, hormonal therapy or a combination of therapies. The assault on their bodies, from both the disease and treatments, impacts their functional ability and quality of life. However, no national consensus exists that addresses rehabilitation guidelines for the breast cancer survivor, particularly, the type, intensity, and frequency of exercises following surgery. The purpose of this study is to examine the effect of an exercise program on the functional ability of women, 45 years of age and older, who have had breast cancer surgery. The null hypothesis is that there is no difference in functional ability between women who participate in an exercise program following breast cancer surgery and women who receive standard care following breast cancer surgery. The experimental design will use a nonprobability sample of convenience. Women who meet eligibility criteria and sign an informed consent will be randomized to an experimental group or control group. Subjects in the experimental group will participate in an exercise program beginning one day after surgery and extending for about 18 weeks after surgery. Subjects in the control group will receive an exercise pamphlet and verbal encouragement to perform upper-extremity exercises. Measurements will include upper extremity strength and ROM, arm circumference, the FACT-B instrument, and Senior Fitness Tests. Data collection will occur (a) prior to surgery, (b) week one, three, and six post surgery and (c) at the first and second three-month follow-up appointments with the surgeon. Data analyses will consist of repeated measures ANOVA and t-tests for independent groups.