There is a paucity of research regarding middle school physical education. Therefore the purpose of this study was to examine and describe students’ activity levels and students’ perspectives in two urban middle school physical education programs. Data were collected from class observations using the System for Observing Fitness Instruction Time (SOFIT, McKenzie, 2002), interviews with 32 students, and field notes from two middle schools. The SOFIT data were analyzed using descriptive statistics generating percentages for student activity levels, lesson context, and teacher interactions. Interviews and field notes were analyzed for the presence of patterns that emerged from the data and were most frequently reoccurring. Inductive analysis and constant comparison methods were used to analyze and organize the data throughout the research process (Denzin & Lincoln, 2000). Results showed that male and female students are not engaging in moderate to vigorous physical activity (MVPA) for at least 50% of physical education class time, which is recommended by the Center for Disease Control and Prevention. Also, males were more active than females in terms of their overall engagement in MVPA; males were engaged in MVPA for 38% of the time and females were engaged in MVPA for 35.6% of class time. Students agreed that the number of students in the gymnasium at one time was overwhelming. Having 50-70 students in the gymnasium limited student-teacher interactions and limited the teachers’ ability to promote quality physical activity because a majority of class time was spent in management (29.2%) and instruction (32.1%). Student interviews provided useful information regarding their concerns for the physical education program. The seven themes that emerged from the students were: fun in PE, team activities, lack of challenge in PE, class size, teachers' wasting their time - "we can play"; students’ feelings about their teachers, and teachers' saying students will get hurt. The major findings from this study indicated that students were not engaging in 50% of MVPA during class time, girls were not as active as boys, overcrowding affected student-teacher interactions, and teachers spent too much time managing and instructing students. This study provides in-depth data on students’ physical activity levels and perspectives in two urban middle school physical education programs.Keyword(s): middle school issues, physical activity, research