Understanding why individuals choose to engage or avoid exercise is a critical issue. One strong theoretical construct that has the potential to help us better understand why exercise is approached or avoided is the 2x2 achievement goal framework. This framework accounts for exercise competence toward exercise (i.e., mastery and performance) as well at the valence (i.e., approach and avoidance) creating a comprehensive 2x2 matrix to examine exercise motivation. Past research has highlighted the importance of investigating goal profiles because individuals generally hold multiple goals at a time, but goal profiles have not been investigated in exercise settings. Furthermore, past investigations have determined that fear of failure is a strong predictor of individual goals within the 2x2 framework but no research to date has examined how goal profiles interact with fear of failure. It was the purpose of this study to examine the goal profiles that 224 undergraduates held toward a 1.5 mile cardiorespiratory exercise test and explore the different levels of fear of failure associated with the profiles. Cluster analysis was used to identify homogenous goal profiles within the sample to determine if goal profiles were applicable in an exercise testing context and underscore what types of goals were most prevalent. Finally, analysis of variance (ANOVA) was used to explore different levels of fear of failure associated with each goal profile. Results from the cluster analysis revealed three distinct goal profiles toward the exercise test: (a) low avoidance goals (n = 61), (b) high achievement goals (n = 103), and (c) low performance goals (n = 60). These three profiles were used as independent variable in a between groups ANOVA using fear of failure as the dependent variable. Results yielded a significant F value, F (2, 221) = 10.31; p < .01; partial eta-squated = .09. A Tukey's post hoc test revealed that students from the high achievement goal profile demonstrated significantly higher levels of fear of failure toward the exercise test (m = 3.17, sd = .79) than students with low avoidance goals (m = 2.64, sd = .89) and low performance goals (m = 2.66, sd = .89). Because fear of failure is not a motive likely to sustain long term exercise motivation, findings of this study highlight the need for exercise environments to not just stress mastery approach goals, but also reduce goals that facilitate high levels of fear of failure.Keyword(s): active participation, adult physical activity/fitness