Many individuals intend to exercise but fail to link this exercise-intention to actual exercise behavior. The aim of the current study was therefore, to examine the individual differences in exercise-intention and the roles of stress and life satisfaction in it. Measures of all three constructs were obtained by the questionnaire booklet which consists of Behavioral Regulation in Exercise Questionnaire, BREQ-2 (Markland & Tobin, 2004); Stress Questionnaire (International Stress Management Association-UK, 2013) and Satisfaction with Life Scale, SWLS (Diener et.al.,1985) from a sample of 110 professionals working in the state of Karnataka, India. Exercise-intention constituted the criterion variable whilst stress and life-satisfaction were treated as predictor variables. Multiple regression analyses were employed. Results shows that stress is a significant negative predictor of exercise-intention (r= -.167; p < 0.05), life-satisfaction is a significant positive predictor of exercise-intention (r= .349; p< 0.01) and a combination of stress and life-satisfaction predict significant variance in exercise-intention (R2=.123; p< .001). It was concluded that stress and life-satisfaction leads to individual differences in exercise-intention.