As a society, we are bombarded by contradictory messages of health, aesthetics and women's physicality. Duncan (1994) discusses the links society makes between health and looking good means feeling good. Brace-Govan (1995) says exercise for self-modification of appearance prevents women from experiencing the empowerment that men enjoy from physical activity. Research has shown contradictions between aesthetic focus and physicality in aerobic classes (Loland, 2000; Maguire & Mansfield, 1998; Markula, 1995; McDermott, 2000; Haravon, 2002). This study reflects the findings of previous studies on aerobic classes where empowering messages encouraging women's physicality exist along with aesthetic messages reproducing ideologies of appearance for women. Unlike previous research on aerobic classes, this research also considered health. The purpose of this research was to understand what cultural and aesthetic messages are conveyed by instructors in aerobic classes for women. This paper details the second of three major conclusions in a larger study exploring health messages in aerobic classes for women. This qualitative research explored the practices of five aerobic instructors working at nonprofit or wellness focused facilities using information gathered from interviews and participant observations. The participants ranged in age from 23 to 53 years with various levels of experience ranging from two to 25 years of aerobic instructing. Audiotapes from semi-structured interviews and two to three classes taught by each aerobic instructor were transcribed verbatim. Data from fieldnotes and transcriptions were analyzed using the constant comparative method. Data disclosed a limited number of incidences with aesthetic orientations including focusing on appearance, inflicting gaze on self and participants, and encouraging body modification. This research also found a limited number of health messages present in classes. Perhaps the largest contradiction in this research was that both the aesthetic orientation and health messages coexisted with another agenda: the creation of a safe, comfortable environment for women to participate in physical activity. Through increasing comfort, promoting social interaction, and promoting individual expression, the aerobic instructors were providing class participants with physical activity that focused on the experience of exercise. This research indicated that the aerobic classroom is reflective of Western society where contradictory messages of health, aesthetics and physical activity coincide. The fact that aerobic instructors strived to provide a comfortable learning environment for participants is encouraging. However, aerobic instructors, especially those working with older populations and novice exercisers may consider downplaying aesthetic messages by focusing more on the health outcomes of physical activity. Keyword(s): exercise/fitness, gender issues, physical activity