The purpose of this study is to examine the influence of the Sport Education Model ("SEM") on amotivated students affect and needs satisfaction. 78 amotivated students from an original pool of 1,176 students enrolled in one of 32 physical education classes. Classes were randomly assigned to either the "SEM" (N = 16)or traditional class (N = 16). Data were collected using a pretest/posttest design measuring affect (enjoyment) and needs satisfaction. Analysis of data used repeated-measures ANOVAs to examine differences. Results indicated significant changes in amotivated student's perceptions of enjoyment and relatedness satisfaction within the "SEM". (Contains 4 tables.)