Purpose: The physical activity levels of Kentucky's youth continue to be a concern of health promoters, health educators, and other school officials. To increase the activity levels of children, schools have been called upon to expand their efforts and serve as leaders in physical activity promotion (Pate et al., 2006). Prior to intervening with school based physical activity programming, it is important to first understand the current activity levels of the target population. The purposes of this study were: (1) to describe children's in school and out of school physical activity levels; and (2) to evaluate of effect of location (in school vs. out of school) and gender on children's physical activity level. Methods: Participants included 162 3rd and 4th grade students (girls: n=96, Mage=8.80+0.66 years; boys: n=76, Mage=8.92+0.69 years) from the Southeastern United States. Children wore pedometers four consecutive weekdays with pedometer data recorded at the end of the school day and each morning when the children returned to school. Analysis/Results: Girls averaged 8260.16 steps per day (SD=2768.58), with 3074.52 (SD=1150.19) in school and 5227.71 (SD=2175.90) out of school. Boys averaged 10,100.18 steps per day (SD=3923.45), with 3822.42 (SD=1539.56) in school and 6242.49 (SD=2894.02) out of school. For both girls and boys, 15% (girls n=91; boys n=69) met current step recommendations (i.e., 11,000 for girls and 13,000 for boys) (President's Council on Physical Fitness and Sports, 2002). A 2 x 2 repeated measures ANOVA was conducted to evaluate the effect of location and gender on children's physical activity level. A gender main effect was significant, F(1,158) = 12.09, p < .001, as was the location main effect, F(1,158) = 156.40, p < .001. The Gender x Location interaction effect was not significant, F(1,158) = 0.268, p = .606. Conclusions: Consistent with previous literature, boys accumulated more physical activity in school and out of school. Although both genders accumulated significantly more physical activity out of school than in school, the physical activity levels of both genders were quite low. Promoting physical activity during the school day (e.g., providing quality physical education, multiple recess periods, and classroom activity breaks) may counteract the lack of activity by some elementary students. However, given the low physical activity levels of this population, both home and school physical activity interventions are warranted. Further research examining opportunities to be active in school and out of school as well as the utilization of those opportunities is warranted. Keyword(s): elementary issues, research