With the trend in obesity unabated among children (CDC, 2001), more local (i.e. schools) and state agencies either initiate or legislate programs to increase frequency and intensity of exercise. However, children are unlikely to indulge in repetitive (cardiovascular) activity typically incorporated in weight-loss programs designed for adults. The mediating effect of skill proficiency toward persistence in regular exercise (Malina, 1991) has been largely ignored. To achieve self-motivated adherence, educators must equip children with the necessary tools to participate in meaningful activity and sport. This study describes the fundamental motor skills of a group of children identified as at-risk of being overweight/obese and explores the relationship between body composition and motor performance by answering the following questions: Do the children exhibit motor skill performance at age-expected levels? Are there differences between genders in skill performance? Is there a relationship between body composition and motor performance? Participants (17 males and 17 females, M age = 9.87 years) were children from minority and low-income families participating in an after-school program designed to educate the children about physical activity and nutrition. Fundamental motor skills were assessed (Test of Gross Motor Development Two, TGMD-2, Ulrich, 2000) by videotaping performance of six locomotor (run, hop, leap, jump, slide and gallop) and six object-control skills (catch, throw, bat, kick, roll, and dribble). The TGMD-2 Gross Motor Quotient (GMQ) is a composite score using both subtests and estimates the person's gross motor development. Based on established standard scores (Ulrich, 2000, M =100, SD =15) the resulting GMQ (overall) was poor: M = 77.85 (i.e. >1 SD lower). Overall, the boys' GMQ (M = 78.47, SD = 15.23) were not significantly different from the girls' GMQ (M = 77.24, SD = 8.81) with t(32) = .289, p > .05. Likewise, specific gender comparisons based on locomotor [t(32) = .124, p > .05], and object-control [t(23.87) = .415, p > .05] standard scores indicated no significant differences. Finally, body mass index (BMI) were obtained from medical records provided by the school district and analyses of the data indicated that a higher BMI was correlated with lower GMQ scores, r (33) = -.540, p <.01. These results suggest that increased BMI is moderately correlated with substandard motor performance. Therefore, if programs are to succeed in increasing physical activity levels among children at risk for being overweight/obese, motor skill instruction and acquisition must be addressed. Keyword(s): assessment, motor skills, obesity issues