The federal government supports school based physical education initiatives through the Carol M. White Physical Education Program (PEP) grant. PEP grant funds have allowed some schools to build state of the art fitness centers and create innovative fitness programs. In PEP grant schools, some physical educators now have the facilities and training to deliver high quality fitness education, yet it is unclear if students are able to use the new technology to enhance their knowledge of fitness and for students to train appropriately to enhance their fitness. The purpose of this study was to understand what sixth grade students know about physical fitness and physical activity before and after a fitness unit of instruction in one PEP grant funded middle school; to examine the student's ability to work in target training zones when using heart rate monitors; and to understand students' experiences learning how to use heart rate monitors to promote physical activity. Participants are three experienced physical educators in a large suburban middle school, and their three sixth grade classes (N=65). Data collection included (1) descriptive field notes of 15 hours of class observations during the fitness unit, (2) teacher demographic questionnaire and 30 minute semi-structured interview with the teachers; (3) two 30-45 minute formal semi structured student focus group interviews (before and after unit), (4) fitness knowledge test pre/post instruction, (5) heart rate measures during three class sessions, and (6) document collection. Qualitative data was analyzed inductively as interview transcripts and field notes from observations and documents were coded using constant comparative methods. Level of student involvement and their ability to maintain training in a target zone were analyzed using descriptive statistics based on heart rate measures using Polar heart rate monitors. Results indicate many students were able to use the heart rate monitors to train in their target zones for the goal times set by their teacher for the class session (e.g, 12-20 minutes). Written post test data show an increase in the percent of students who could correctly describe cardiovascular endurance, resting heart rate, target heart rate, and training zone. Results from student focus group interviews suggest that students had concerns with hygiene when using the heart rate monitors, yet viewed the monitors as a positive and informative tool. The physical educators indicated that training for teachers was essential in learning to use the monitors. Keyword(s): exercise/fitness/physical activity, physical education PK-12, technology