The No Child Left Behind (NCLB) Act is praiseworthy for the special attention it gives to improved learning for children who have been ignored or left behind in the past. The emphasis on closing the achievement gap is certainly commendable, as is the encouragement given to states to adopt ambitious subject matter standards and enhance teacher quality. NCLB's focus on students with low achievement seems to have had some short-term positive effects. The percentage of schools meeting Adequate Yearly Progress (AYP) targets increased in 2003-04 from the year before in most states, and the recently released National Assessment of Educational Progress (NAEP) long-term trend scores have shown some narrowing of achievement gaps. Given the positives, a conclusion might be made that NCLB is working, and hence no changes are needed at this point. Unfortunately, the accountability system has some fundamental problems that threaten to undermine its central goals over the next few years. Dissatisfaction with some of the accountability provisions led the U.S. Department of Education to make some changes in NCLB accountability requirements last year, with more on the way this year. The changes, however, are what Jim Popham calls "edge-softening" and do not deal with NCLB's fundamental problems, which include expectations, targets, state proficiency levels, reporting, and the safe harbor provision. The remainder of this policy brief describes each problem and offers proposals for improvement. (Contains 5 figures and 7 endnotes.)