Although the Surgeon General (USDHHS, 1996) and other recognized authorities (e.g., ACSM and NASPE) have recommended increasing physical activity in physical education programs, little work has specifically addressed that task, or examined the prediction that increasing activity in physical education will have long term effects. What is clear is that present policies and approaches in physical education curricula do not seem to be having a positive impact with regard to facilitating the adoption of an active lifestyle. Because of this, it is important to explore ways to use physical education to increase physical activity and promote healthy lifestyles. A number of variables associated with student attitudes toward physical education have been identified and studied independently, but to date, a comprehensive model has not been offered. Therefore, the purpose of this study was to develop a valid instrument to assess variables associated with student attitudes toward participation in physical education and intent to participate in physical activity. Construct latent variables included perceptions of peer, parent, and teacher support; perceived value and meaningfulness, competence, and gender appropriateness of activities; and the intent to be physically active. In developing the instrument, data were collected in two different studies. In Study 1, potential items for the questionnaire were drawn from questionnaires used in previous studies (Godin & Shepard, 1986; Greenlockle, et al., 1990; Lee, Carter, & Xiang, 1995; Marks, 2000) and new items were generated for specific variables of interest. Middle school students (N=139) enrolled in traditional physical education classes responded to a 62-item questionnaire with 6 to 11 items addressing the seven subscales. As a result of exploratory factor analysis and subject feedback, the instrument was revised to a 49-item version. This version was then administered to a different sample of middle school students (N=175). As in study 1, exploratory factor analysis was used to guide revisions. The final result was a 7-factor, 38-item questionnaire. Internal consistency reliabilities for the subscales in the final version of the SAPEPA ranged from .57 to .82. Factor loadings in study 2 supported the 7-factor structure and accounted for 59.18% of the total variance. From these preliminary results, the SAPEPA appears to contribute to the research by offering a comprehensive approach to looking at participation patterns. The instrument can be used on middle school through high school level students and would assist in assessing the physical education environment and program. Keyword(s): assessment, physical activity