This study examined the attitudes of upper elementary school students toward physical education. Fourth and fifth grade students (N = 1344) from 13 school districts, 17 schools, and five states completed an attitude instrument with scores that had been previously validated for a two factor model (affect and cognition) and a four factor model (affect and cognition with the subfactors of teacher and curriculum). For the four factor model, there was a difference between grades for both affect-curriculum and affect-teacher (F[subscript (1, 1340)] = 6.25, p < 0.01, ?[subscript p][superscript 2] = 0.005). Similarly, for the two factor model the affect variable was different between grades, indication that as students age their affect toward physical education decreases (F[subscript (1, 1341)]= 48.65, p < 0.001, ?[subscript p][superscript 2] = 0.035). This study suggests that upper elementary school students have an overall favorable attitude toward physical education, impacted by how they think and feel about the curriculum and teacher.