The current study investigated the use of exercise-related self-talk [EST] by physical education majors. Specifically, we examined: (a) what specific topics these students self-talk about before, during, and/or after exercise (WHAT), and (b) why they self-talk about the specific topics reported (WHY). Subjects (n=16), undergraduate physical education majors who indicated they regularly used EST, were asked to engage in a 15-min exercise bout. Before, during, and after the bout, the students were asked in a standardized, open-ended interview what specific self-talk they engaged in before, during, and after the exercise, and why they engaged in the specific self-talk reported. All responses were digitally recorded, transcribed, and divided into words, phrases, or sentences. Summaries of interviews were coded and categorized based upon previous research. Additionally, new themes emerged from the current data set and were inductively derived. WHAT: The subjects reported using mostly sentences and short phrases, neutral EST, and most often referred to themselves in the first person. The content, for the majority of subjects, elicited EST centered on their exercise program, feelings, and school-related work. WHY: The subjects reported that they used EST for both motivational and cognitive purposes. It was apparent that the exercisers' most frequent use of motivational EST centered on distractions, and coping in difficult circumstances. The most frequent use of cognitive EST spotlighted the use of proper technique, and program strategy. The findings present more information in the development of a framework for EST-related research. Keyword(s): exercise/fitness/physical activity, pre-service/student, research