What students are learning in physical education is a valued yet an understudied topic (Langley, 1995). Describing what students are learning and the strategies they use to learn skills in physical education needs attention. Extensive studies in general education have shown that student’s use of self-regulated learning (SRL) strategies can enhance academic achievement (Pintrich, 1999; Pintrich & DeGroot, 1990; Schunk & Ertmer, 2000; Zimmerman, 1986). These studies attest that self-regulated learning strategies can be taught and students who use self-regulated learning strategies will perform better in academic settings. However, few self-regulated learning studies in physical education exist (Anderson, 1992; Bouffard & Dunn, 1993). The purpose of this study was to understand the uses and perceptions of self-regulated learning strategy used by urban middle school physical education students. A quasi-experimental pretest posttest design included students in strategies (n=53), technology (n=47), and curriculum (n=72) instructional conditions. Students were pretested and posttested using the Learning Strategies in Physical Education Questionnaire (LSPEQ) and the Physical Activity Content Test (PACT). Thirteen target students were selected to participate in semi-structured interviews. The target students self-regulated learning behaviors were observed using the Self-Regulated Learning in Physical Education Observation Instrument. Results for the LSPEQ showed no significant differences between conditions. Results for the PACT indicated that students in the strategies instructional condition scored significantly higher (p< .05) as compared to the other two conditions. Through semi-structured interviews, the target students sought help more from the teacher than from other students and girls sought more help than boys during the physical education class. Regarding goal setting, the target students set mostly psychomotor goals. Future research is needed to further examine the self-regulated learning strategies students’ use in a physical education setting and whether these strategies could improve students’ physical activity content knowledge. Keyword(s): middle school issues, research, technology