Deconditioning is a complex process of physiological change following a period of inactivity, bedrest or sedentary lifestyle. It results in functional losses in such areas as mental status, degree of continence and ability to accomplish activities of daily living. It is frequently associated with hospitalization in the elderly. The most predictable effects of deconditioning are seen in the musculoskeletal system and include diminished muscle mass, decreases of muscle strength by two to five percent per day, muscle shortening, changes in periarticular and cartilaginous joint structure and marked loss of leg strength that seriously limit mobility. The decline in muscle mass and strength has been linked to falls, functional decline, increased frailty and immobility. The authors describe a three-pronged strategy to combat deconditioning that includes a model of care appropriate to the growing population of elderly clients, the creation of an "elder-friendly" hospital environment and an exercise program.