Physical Education for Progress grants, otherwise known as PEP grants, are part of the Carol M. White Physical Education Program administered by the federal government. PEP grants are available to local educational agencies and community-based organizations to initiate, expand, or improve physical education programs, including after-school programs, to help students make progress toward meeting state standards for physical education (OSDFS, 2003). This article presents the Bulloch County School System's (Statesboro, Georgia) experience with applying for and implementing a PEP grant. The content of this article is based on a presentation at the 2005 "Share The Wealth" Physical Education Conference held at Jekyll Island, Georgia. Sections within the article include (a) district needs and project title; (b) identifying goals and objectives of the project; (c) meeting state and national standards; (d) "In the Zone" project activities; (e) roles and responsibilities of parties involved in the writing and implementation phases; (f) impact of the PEP grant, including increased use of technology, enhanced student achievement and motivation, student behavior, professional development of teachers, and accountability within the district?s central office; (g) lessons learned from this experience (in the form of responses to common questions asked about PEP grants); and (h) examples of equipment purchased and alignment with project goals and objectives. (Contains 4 tables.)