Abstract: An exercise apparatus having a pair of arms which are rotatable about a horizontal axis permitting a user to grasp handles attached thereto and to windmill the user's arms so that the arms of the machine will rotate about an axis extending through the shoulder joint connected to the user's arms. An adjustable resistance mechanism is provided to allow the user to adjust the resistance to rotation of the arms. The arms on the machine are adjustable in length from the rotational axis to handgrips and an adjusting mechanism is also provided to adjust the distance of the rotational axis from the surface on which the user is standing.