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Under the federal No Child Left Behind law (NCLB), schools that fail to make adequate yearly progress (AYP) receive assistance and eventually are subject to corrective action if they do not improve. This qualitative case study used interviews with 10 elementary and middle school administrators from 8 public schools to assess the influence of NCLB on schools with a high percentage of students of color and students in poverty. This study was viewed through the lens of Toffler's conceptual framework of how change occurs, and on the current school reform climate surrounding NCLB and how its accountability system of assessments for students of color and high poverty makes it difficult for them to participate in the American economy. The data analysis strategies included the use of data triangulation through the review of archival data, participant interviews and employing member checks to insure the trustworthiness of data. Results showed that administrators in the targeted schools have difficulty retaining highly qualified teachers. Interventions such as extending the school day, increasing test preparation, using test data to drive instruction, and using academic intervention services have met with mixed results. Participants generally believed that NCLB has prompted a lack of curricular innovation and has promoted too much teaching to the test. Outside academic intervention, services were described as expensive and inconsistent. Interview data from the study indicated that the prevalent challenge was dealing with unmotivated and disrespectful students. This study has the potential to influence social change by providing further support for both social policy advocacy and other research on NCLB. Scheduled for reauthorization in 2009, state, federal policymakers and education advocates have called for sweeping modifications. The results of this study will contribute to the ongoing debate on student achievement, teacher quality and school equity.