Reports indicate that children in physical education classes are spending too much time waiting and in sedentary activities rather than being physically active during class time. One of the U.S. Health Service goals for the year 2000 was to increase to at least 50 percent the proportion of school physical education class time that students spend being physically active, preferably engaged in lifetime physical activities. The purpose of this study was to investigate second-grade student's physical activity levels during physical education lessons that focused on skill development and health-related fitness content. More specifically, the study was to investigate the following questions: 1)What are the children's physical activity levels, teacher behaviors, and curriculum context during non-fitness and fitness lessons? 2)Do children in the fitness lessons have higher moderate to vigorous physical activity levels than children in the non-fitness lessons? 3)Are there significant differences in the physical activity levels of boys and girls for all lessons? 4)Is there a relationship between children's physical activity levels and teacher behaviors?A primary goal of the health-related physical education curriculum was to provide students with substantial amounts of physical activity. The results of this study provide a quantitative description of students' physical activity levels, teacher behaviors and lesson context in non-fitness and fitness physical education setting. Based on the data and analyzed from the sitting, following is a summary of findings:1.) Students had higher MVPA in fitness lessons than students in non-fitness lessons (62% vs. 38%). 2.) A significant positive correlation between children's MVPA and teacher behavior in terms of teacher promoting fitness was found (r=.58). 3.) A significant negative correlation was found between children's MVPA and the amount of teacher instructs generally (r=-.39).4.) The proportion of class time the teacher in two types of fitness (non-fitness vs. fitness) spent in active instruction was defined as the sum of time spent promoting fitness, demonstrating fitness, and providing general instruction. Non-fitness lessons demonstrated 44% versus fitness lessons at 55.40%. 5.) The most frequently occurring lesson context was physical fitness knowledge (34.02% vs. 0%) and the least lesson context was general knowledge (12.41% vs. 43.22%).6.) No difference was found between genders and moderate to vigorous physical activity levels for both genders in all lessons (mean rank of 16.78 vs. 16.22). Keyword(s): elementary education, exercise/fitness