Physical fitness and wellness are important components to lifestyle of Americans (Wooledge, Screws, & Shorter, 2002). For this reason the class of lifetime fitness and wellness or the equivenant has been offered in many college and universities. However, what are motivational factors for the students to attend such classes? Research effort to this regard is limited. The purpose of this study was to explore motivational factors and develop a measurement tool to test students' motivation for attending lifetime fitness and wellness classes. A pilot study was conducted to examine a proposed 4-factor model (Knowledge, Enjoyment, Confidence, and Socialization) and develop a Student Motivation Scale (SMS) through following phases: (a) content validation involving eight experts to verify predefined item and factor contents and cluster the items into the factors. Using the criterion of 80% agreement, 20 items were retained and four were dropped; (b) data collection by using a convenient site survey in a state university. The drafted 20-item and 7-point Likert Scale (SMS) with an informed consent and demographic information sheets were distributed to voluntary participants (N = 255); (c) testing validity and reliability in which Exploratory Factor Analysis (EFA) was utilized to reduce possible irrelevant items because of newly designed SMS. The basic assumption of EFA was tested and results of KMO measure (.934) and Bartlett's Test of Sphercity (p < .01) were satisfactory. The Principle Component Analysis and Direct Oblimin rotation were used because the variables are assumed to be inter-correlated. Applying standard of .40 factors loading (FL), 13 items were satisfactorily retained (FL = .960 to .691). The preliminary four factors were statistically regrouped (four items each for Knowledge and Socialization, five items for combination of Enjoyment-confidence) and reliabilities (alpha .953 to .926) were satisfactory. The reduced 13-item structure was further tested in Confirmatory Factor Analysis for ensuring factorial validity using PRELIS 2.20. Normality test, Asymptotic Distribution Free with Weight Least Square methods were applied for the analysis and the results were acceptable. The study provided statistical support for the 3-factor model based on the systematic testing procedures. The SMS may be a useful tool to test students' motivation for attending lifetime fitness and wellness classes and serve as an initiative reference for further examination. Keyword(s): adult physical activity/fitness, college level issues, measurement/evaluation