Early pedagogical research assumed a direct relationship between what the teacher does and the level of performance achieved on standardized motor skill tests. However, this model lacked the complexity necessary to describe teaching and learning; thus student mediating variables were incorporated. Rather than teachers directly influencing achievement, teachers design and orchestrate learning environments influencing student thoughts and behaviors, which in turn, impact achievement. Teaching approaches are conceptualized along a continuum from reproductive approaches (providing students solutions to problems) to productive approaches (students constructing their own solutions) (Mosston & Ashworth, 1994). In an effort to understand how teaching approaches evoke student thoughts, researchers have validated and employed self-report measures to assess a wide range of possible unobservable mental processes. In the past, physical education studies have successfully assessed student thoughts (e.g., Solmon & Lee, 1996) but have focused primarily on processes evoked by reproductive rather than productive teaching approaches. Also, the majority of studies have been on young adolescents (e.g., Solmon & Boone, 1993). The purpose of this study was to develop a context-specific, valid and reliable instrument to assess thought processes in university-aged students. Attention-concentration, critical thinking, prior experience usage and self-efficacy have been identified as student thoughts evoked by teaching approaches and these constructs formed the basis of for instrument. Initially, items from several instruments were pooled and the relationship between item content and the constructs were checked. The initial 40-item instrument was administered to 409 university-aged students. Using univariate and item analysis, items were omitted that did not correlate well with the total. The sample was randomly split into developmental (N= 199) and validation (N=210) samples. An exploratory factor analysis on the developmental sample yielded a 3-factor solution. The attention-concentration factor did not emerge. It is possible that attention exists as a component part of the other cognitive factors. A confirmatory factor analysis was conducted with the validation sample. The 3-factor model allowed factors to correlate among each other. Modification indices were used to eliminate items, and satisfactory goodness of fit indices were obtained, confirming the three factor solution. The results suggest that usage of prior experience may be a component of critical thinking. Also, students who have high self-efficacy during motor skill practice may be cognitively engaged during practice. Future study is needed to determine the interrelationships among thought processes, but this instrument can be used to investigate how teaching approaches affect learner cognition. Keyword(s): . NA