Abstract: A portable exercise device for exercising the upper anatomy is provided. The portable exercise device includes a slide assembly having a pair of cooperating curved slides and a rack formed on each of the slides. A spring-biased elastic resistance mechanism having a pinion is interdisposed between the cooperating slides to generate resistance to relative movement of the slides. The resistance mechanism further includes a brake disc assembly in combination with a clutch assembly for providing frictional resistance in a single direction. A grip assembly including a pair of arms pivotally connected at opposite ends of the cooperating slides are positionable between a stowed position for storing and transporting the device, and an extended position for placing the user's arms in the appropriate position for performing the fly type exercise as heretofore described.