The 1992 Tennessee Education Improvement Act resulted from a successful law suit by smaller and poorer school systems in Tennessee concerning equity of funding. The Act established the Basic Education Program (BEP), which increased the state sales tax rate, shifted state funds from better funded to poorer school systems, and required systematic student testing to improve accountability. This paper examines the underlying assumption of the lawsuit and BEP that funding levels and pupil performance are positively associated. Tennessee has 138 school districts, including 93 county school districts, 31 city or municipal districts, and 14 special districts. In 1995-96, the mean expenditure per pupil was $4,612 statewide and ranged from $3,558 to $6,991. Per pupil expenditures and teacher salaries were higher in city districts than in county districts. Correlation coefficients were obtained between two measures of expenditures (mean expenditure per pupil and mean teacher salary) and five measures of student achievement. Although levels of student performance varied greatly among school districts, there was no significant relationship between expenditures per pupil and pupil achievement when teacher salaries were controlled. Mean teacher salary had low positive relationships with pupil performance but explained less than 15 percent of variance of performance. The 21 school districts that exceeded state and national means for achievement included all types of districts, including 6 small rural county districts. Unknown variables account for most of the performance differences. (SV)