The purpose of this study was to determine the meaning of the pain and experiences of elderly women with osteoarthritis, by adopting Colaizzi's phenomenological method. The participants were 7 elderly women over the age of 65. They were selected using a theoretical sampling technique. The Data was collected by in-depth and open-ended interviews from Dec. 1. 1999. to Feb, 28. 2000. The length of the interviews varied from 120 minutes to 180 minutes. Data was recorded and analyzed by a constant comparative method. From the data, significant statements were extracted and then organized into 48 themes, which resulted in 15 clusters of themes and 6 categories. The final descriptions turned out to be valid through the interviewee' validation process. Essential themes of the pain experiences emerged : "physical discomfortness(disturbances)", "negative state of mind", "influence of the death", "positive change in life", "Cause of pain perceived", and "change of their personal relationships". From these results, it was found that elderly women need nursing care based on a deep understanding of pain, and a reflection on their past is imperative to overcome their given situations. In conclusion, it is suggested that the care givers provide more support to solve the problems experienced by the elderly. Thus the researchers expect to provide understanding of older people and give basic data of holistic care for them.