Background. Knee replacement surgery is currently facing three dilemmas: a high dissatisfaction rate; increasing demand with financial constraints; and variation in utilisation. A patient centred approach, usually achieved through shared decision-making, has the potential to help address these dilemmas. However, such an approach requires an understanding of the factors involved in patient decision-making. This is the first study examining decision-making in knee replacements that includes patients at different stages of decision-making – this is critical when considering decision-making as a process. We base our findings in a theoretical model, proposed by Elwyn et al, that highlights the distinction between deliberation and decision-making, and propose modifications to this model specific to knee replacement decision-making. Methods. This study used two focus groups of six patients each and in-depth interviews with 10 patients to examine the factors that affect patient decision-making and their interaction at different points in the decision-making process. A qualitative analysis of themes, based on a constant comparative method, is used to analyse the data. This study was approved by the Dyfed Powys Research Ethics Committee (13/WA/0140). Results. We describe 10 themes that affect patient deliberation over the decision: decision-making style; coping strategies; expectation of outcome; decision-making stress; personal situation; preferred model of care; trust in doctor; sources of information; mental state; and loss of control. We add to Elwyn's model by demonstrating the boundary between deliberation and decision-making is the decision-making threshold. Conclusion. This study provides increased detail on a theoretical model that can be used to describe decision-making, and an understanding of the factors that affect decision-making for patients considering knee replacement. Such an understanding will aid