Theoretical writing on caring teaching is relatively robust but research on caring teaching is comparatively brief, especially that conducted in physical education. Caring teaching is a multifaceted notion that carries meaning both to teachers and students. Many teachers enter teaching because of a desire to care for students and are regarded as good teachers because they are deemed caring. Students who perceive their teachers as caring enjoy school and are motivated to learn. Research in general education has identified teaching behaviors students consider caring and most frequently these were overt actions elicited by teachers during teacher-student interactions. Considering caring in regards to interpersonal, overt action is of particular interest to this investigation because physical education teachers can spend a very high portion of class time interacting with students, and the quality of which can positively and negatively impact students' physical education experience. Thus, the purpose of this study was to examine students' perceptions of caring physical education teaching. The technique of critical incidence was used to collect this data. A critical incidence form was developed to capture students' descriptions of caring teaching. The form was piloted, determined to generate appropriate descriptive data, and then administered to elementary and secondary students. 389 forms were content analyzed and coded inductively to reveal eleven clusters of caring teaching behavior: (a) showed me how to do a skill, (b) honored my request to choose an activity, (c) gave me a compliment, (d) confronted my behavior, (e) inquired about my health, (f) attended to me when I was injured, (g) allowed me to re-do my test, (h) motivated me, (i) played/participated with me during class, (j) persuaded me to engage in an activity, and (k) showed concern for my future health. The eleven clusters were further analyzed into three subcategories: (a) recognize me, (b) help me learn, and (c) trust/respect me. Final analysis determined a main category that described the phenomenon of caring physical education teaching: pay attention to me. Several strategies were used to ensure trustworthiness during data collection and analysis. This included a peer-reviewer to corroborate the emergent clusters, subcategories, and main category. The results suggest that numerous opportunities exist for physical education teachers to exhibit caring, students notice and appreciate attention provided by physical education teachers, and many behaviors identified as caring are similar to conduct regarded as good physical education teaching. Keyword(s): physical activity, professional preparation, student issues