An upper body exercise system (10) is provided for exercising the upper body (16) of a user (12) in conjunction with a lower body exercise mechanism (14). The upper body exercise system includes a foot actuated mechanism (22) which is displaced by the user (12) and has a substantially longitudinally directed axis (31). Handle mechanism (30) is included and adapted to be grasped by the user (12) and is displaceably coupled to the foot actuated mechanism (22) and includes a central axis (36). Further, the exercise system (10) provides for an upper body exercise system coupling mechanism (40) which allows for the combination of rotation of the handle mechanism (30) about the central axis (36) and a rotation of the handle mechanism (30) about the longitudinally directed axis (31) of the foot actuated mechanism (22). Mechanism (10) further allows for rotative displacement of the handle mechanism (30) in a plane coincident with a plane defined by the foot actuated mechanism longitudinal axis (31) and the handle mechanism central axis (36).