144 children at 7 elementry schools in California were followed. There was significantly more discouragement of physical activity during organized adult-led sessions (29%) as compared to the free play sessions (6%). The quality of after-school programs can be improved by providing fruits and vegetables as snacks; offering more free play activities; training the after-school staff in simple, structured games for use in a variety of indoor and outdoor settings; and training after-school moderate and vigorous physical activity and healthful eating in and out of the after-school setting.