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Reading First is a Federal grant program aimed at improving basic literacy skills in kindergarten through third grade in schools identified as underachieving. In the third year of implementation we find that achievement in second and third grade is improving. Round two schools are moving faster than round one schools did in their first year. Gaps for most at-risk populations are decreasing, however, gaps for students in special education are actually growing. There is clear change in teacher beliefs and teacher practice that is strongly associated with changes in student achievement. Finally Reading First is having an impact beyond Reading First schools throughout the state.