To comply with the Education for the Handicapped Act, comprehensive needs assessments were conducted in Ohio relative to appropriate physical education programming in the least restrictive environment. Results from an assessment in an urban school district confirmed the belief that physical education teachers did not possess needed competencies and were in need of extensive professional development. This paper describes the inservice program which was carried out in 5 phases from January, 1989 to June, 1990 for 27 physical education teachers in the Cleveland City School District. Eight learning modules were completed in a series of on-site training workshops. Next, the teachers wrote a handicapped activity packet for each of the 114 handicapped students in the district physical education classes. In phase 3, activity packets were implemented from September to April. Evaluative information was collected and overall effects were determined based on handicapped students' change in motor proficiency and teachers' change in knowledge and attitude. In addition, an ethnographic examination of physical education in the district was conducted. Results of the program were disseminated through a policy workshop for selected school districts in Ohio. The eight learning modules used in the program are appended as well as a formative evaluation of the program. (JD)