A fundamental characteristic of a successful physical education program is that the students are interested and motivated to learn the intended objectives. Unfortunately, in many cases, students begin losing interest in physical education as they progress through school. In order to better understand this phenomenon, the authors explored the literature and made observations of physical education programs at the elementary (K-4) and the middle school (5-8) levels. The observations brought to light several barriers to student motivation. The barriers fell into the following categories: intrinsic motivation, extrinsic motivation, the teacher, the curriculum, the administration, and the school setting. The article defines each barrier, details the observations that point to possible causes, and suggests ways to help break down the barriers and encourage student motivation.