Background: The purpose of this article is to describe the rationale and protocol for a pilot study in women with breast cancer that integrates the two complementary therapies of mindfulness and exercise. Design: A sample of 30 women diagnosed with breast cancer within the previous 12 months who have completed initial treatment for their disease will be recruited from oncology physicians' offices. The pilot will be a pre-post design, and the study will occur within a hospital counseling center for 2 h one day/week for 8 weeks. Participants will complete pre-and post-questionnaires on anxiety, depression, quality of life, and the post-traumatic stress disorder (PTSD) checklist. Patients will receive audiotapes and pedometers and will keep detailed logs of their weekly homework assignments. Outcome: Appropriate statistical analyses will be carried out to arrive at data-driven results. If results show significant benefit for the participants, the program will be revised as needed for improvement. Directions: Future directions will be based on findings of the proposed pilot, which will dictate how to proceed after completion of the pilot study. A future goal, if preliminary findings and a replication study are encouraging, will be the development of a Mindfulness-based Exercise Program Manual for dissemination and use by researchers and clinicians to help empower patients with cancer.