The purpose of the present study was to examine the effects of exercise intensity on feeling states following two acute bouts of exercise (i.e., 50% and 80% of age-predicted maximal heart rate reserve: HRR) in highly fit and unfit females. It was hypothesized that highly fit females would have increased positive well-being and/or reduced psychological distress post-exercise (high intensity) compared to unfit females while both groups would experience similar feeling states following moderate intensity exercise. Twelve highly fit and 12 unfit females completed 3 conditions: attention control and fitness test, and two acute bouts of exercise (30 minutes on a bicycle ergometer) at 50% and 80% age-predicted HRR. Pre- and post-exercise feeling states were measured via the Subjective Experiences Exercise Scale (McAuley & Courneya, 1994). Analyses indicated a time x condition x fitness interaction F(2,21)=6.07, p<.01 (eta2 =.37) for psychological distress. Follow-up univariate analyses revealed no change in the 50% or control conditions, however, psychological distress significantly increased for the unfit participants F(1,11)=4.68,p<.05 (eta2 =.29) while there was no change for the highly fit participants F(1,11)=2.14,p>.05 (eta2 =.16) in the 80% intensity condition. No fitness differences emerged with respect to positive well-being or fatigue. Therefore, the present study's results substantiate the need to consider fitness level in dose-response studies, particularly ones which examine negative feeling states.