Some American youth are growing up amidst adversity such as poverty, violence, single-parent homes, and substance abuse (Anderson-Butcher, 2000). Empirical documentation exists stating that such problems are heightened in neighborhoods characterized by risk factors such as lower socioeconomic status, a higher percentage of families at or below the poverty level, higher numbers of divorced adults, and higher percentages of female-headed households (Wandersman & Nation, 1998). Consequently, youth residing in urban areas have been deemed ‘at-risk’ as a result of their surroundings (Reynolds, 1998). Researchers have found that engagement in structured, positive, physically active endeavors serves to create ‘protective factors’ among at-risk youth (Collingwood, 1997). Protective factors “are those facets which impinge on an individual’s life space that moderate and/or mitigate the impact of risk on subsequent behavior and development” (Witt & Crompton, 1997, p. 4). As evidenced by the previous research, it is vital to understand how to design and promote meaningful physical activity programs for urban youth in ways which serve to develop and enhance their protective factors. For this study, various observation methodologies were used at an after-school sports program offered to fourth and fifth graders to examine the relationship between elements of the physical activity program and participant protective factors. Participants in this study attended Deuce Elementary School (pseudonyms are used throughout), a low-performing school (as demonstrated by low test scores). Twelve students attended the program 20 times over the course of 15 weeks. The program used a structured physical activity curriculum to create a program for the youths that stressed specific protective factor development. Physical activities focusing on the development of cooperation and self-control (protective factors) were selected because of the ease in transferring these skills to real-life situations (Danish & Nellen, 1997). Following every after-school session, each adult leader recorded pertinent observations of the youths’ behaviors as well as strategies (e.g., curricular components) that worked to enhance development of protective factors in the youths. Additionally, they were interviewed to assess youths’ learning throughout the program. Upon coding the interview transcripts and observational journals, numerous themes emerged. Analysis of the themes revealed that the after-school sports program enhanced the youths’ development of “cooperation” and “self-control.” Specifically, youths were better able to work together and were less likely to demonstrate negative behaviors such as fighting and name-calling. The results of the study extend knowledge of current theory regarding at-risk youths and participation in physical activity programs. Keyword(s): administration/mgmt, alternative programming, youth-at-risk