Background. Falls are among the most common and serious health problems of older people. Also, falls can have a significant physical and psychosocial impact on the individual, resulting in physical inactivity and subsequent functional decline and social isolation. However, the psychological symptoms of falling have received relatively little attention compared to physical problems. Purpose. The purpose of this study is to test a model to explain the factors that influence FOF among older adults living in a continuing care retirement community (CCRC). Methods. A secondary analysis was conducted using data obtained from a Health Promotion Survey done on 149 older adults living in a CCRC. Data was originally obtained during face to face interviews with each participant. Eligibility for participation included residents living in independent or assisted living apartments with at least 65 years of age. Descriptive statistics and bivariate correlations were used to describe the sample and evaluate simple correlations. A path analysis was done using the AMOS statistical program. Results. Of the 49 hypothesized paths, 13 were statistically significant, and the model accounted for 22% of the variance in fear of falling among the elderly. There was support for the fit of the model to the data with a nonsignificant chi square at 0.478 (df= 2, p=0.79), and the ratio of chi-square to degrees of freedom was 0.24, a CFI of 0.99 and RMSEA of 0.00. In particular, gender, a history of falling, and exercise were significant predictors of fear of falling; Age and mental health influenced fall incidents; and Self-efficacy and outcome expectation played an important role in maintaining exercise behavior in older adults. Conclusions/Implications. This study develops the comprehensive model to explain the predictors of fear of falling. As anticipated, exercise is an important factor to prevent fear of falling. As a modifiable variable, self-efficacy and outcome expectation indirectly influence fear of falling through exercise. This study clearly indicates the need to motivate older adults to engage in exercise. Further research should examine other factors that influence fear of falling with a larger sample size in a heterogeneous setting.