This study was designed to explore the impact of service-learning on graduate physical education teacher education students. Social-Cognitive Theory (Bandura, 1986; 1999) served as the framework to examine graduate student's experiences in a service-learning program. Participants were graduate students (N =16) enrolled in a curriculum and instruction in physical education course at a major university in the southwest United States. The course's service-learning component provided graduate students opportunities to teach physical activity to Hispanic-American and African-American children from low-socioeconomic backgrounds. Participant's described their experiences through weekly reflections and discussions. Content analysis of data sources indicated that participation in the service-learning program strengthened graduate student's efficacy for teaching, contributed to their acquisition of varied teaching strategies, and enhanced graduate students understanding of children living in low-income, minority households. Findings suggest service-learning can be a valuable pedagogy to infuse into graduate teacher education programs. (Contains 2 figures and 1 table.)