Obesity is becoming prevalent in U.S. youngsters. Research has revealed that children become less active during the middle school years, yet little research has been conducted to examine middle school physical education programs. The purpose of this study was to describe a middle school physical education program. A multiple-method design was used to examine a typical physical education program in a naturalistic setting. Mid-South students (n=100; 56 females & 44 males) participated in this study. The System for Observing Fitness Instruction Time (Mckenzie, 2002; SOFIT) revealed that students were Moderately to Vigorously Physically Active (MVPA) 41.8% of their physical education class time. Using the Self-Administered Physical Activity Checklist (Sallis, et al., 1993; SAPAC) students reported spending 44% of their discretionary time, before, and after school hours, in physical activity and 56% in sedentary activity, such as watching television and computer time. Five assessments from the FITNESSGRAM were employed to assess student fitness levels. FITNESSGRAM (1999) results are presented in terms of the percentage of students who scored in the "Healthy Fitness Zone" (HFZ): Progressive Aerobic Cardiovascular Endurance Run (PACER)-boys (46.7%) and girls 28.6%); curl-up- boys (77.3%) and girls (87.5%); push-up- boys (82.2%) and girls (89.1%); sit and reach- boys (100%) and girls (92.9%), body mass index (BMI)- boys (68.2%) and girls (69.6%). On the Student Attitude Survey Toward Physical Education (Subramanium & Silverman, 2000) students indicated moderate Enjoyment (3.4) and Usefulness (3.6) on a five-point scale for their physical education program. Qualitative data sources were triangulated with quantitative data. Qualitative data included observational field notes, research journals, curriculum documents, and interviews with students and the physical education teacher. In addition, teachers, principal, guidance counselor, and curriculum coordinator were interviewed based on the School Health Index (CDC, 2000) physical education module. Inductive analysis and constant comparison were utilized to analyze and organize the data (Denzin & Lincoln, 2000). Students stated they were bored with calisthenics and crowded games. Physical education was viewed mainly as a social outlet. Concerns from the physical educator and other faculty included: high teacher/student ratios, time allocated for physical education, and lack of support from administration. The gymnasium was a busy and crowded environment (60-90 students per lesson). Public health problems related to student inactivity suggest that adolescence is a critical period where activity levels should be optimized. While middle school physical education should positively impact student activity levels, in this study physical education resulted in mediocre physical education experience for students. Keyword(s): exercise/fitness, middle school issues, physical activity