This study sought to determine if telephone exercise counseling attenuates frailty in older, male veterans through increased levels of physical activity. Eighty-one elderly, male veterans (age = 78.4 +/- 4.9 years) randomized to intervention (n = 39) or combined control groups (n = 42) completed baseline and 6-month follow-up measures of gait velocity, 6-min walk, chair stands, body mass index, and physical activity. Adapting the Fried frailty model, deficits in one or more of these outcomes indicated frailty. The intervention group had a 6-month decrease of 18% in the proportion of frail to not frail participants, whereas the control groups had no change in proportions (Fisher's p = .08). Frail participants had a mean 6-month decrease in physical activity levels of 124 kilocalories/week, whereas the not frail group increased by 619 kilocalories/week (p = .07). There was a clinically meaningful change in frailty status with intensive, telephone exercise counseling. Improvement in frailty status was likely due to improvement in functional limitations.