The Administration's May Revision of the 2012-2013 state budget addresses a $15.7 billion shortfall through funding shifts, cuts, and new revenue sources that place children squarely in harms way. California's kids are already grossly underserved relative to the rest of the nation's children. If the May Revise budget is passed by the Legislature, the state's children would be forced to shoulder a huge portion of the proposal's $8.3 billion in cuts, including massive decreases in funding for early childhood programs, education, and health and human services. Moreover, the lion's share of the budget proposal's new revenues is contingent on the passage of a temporary sales and income tax measure that the Governor is placing on the November 2012 ballot. If the measure fails, the proposal includes an additional $6.1 billion in automatic "trigger cuts" to close the resulting revenue gap, with education bearing 90% ($5.6 billion) of the brunt of these cuts. This puts children's well-being at substantial additional risk. California ranks high among the 50 states in per capita state and local tax revenues. The state also ranks high on per capita spending on some government services, notably third in the nation on corrections and law enforcement. But for years, California has ranked among the lowest in per pupil spending on education and per capita spending on children's health. The lack of priority given to children is undermining the state's immediate and long-term stability. There is a little good news for children in the Administration's proposal, including realignment protections for foster care. However, these proposed gains are offset by other losses, such as a major backslide in access to quality early learning for vulnerable children and decreasing children's access to health care by moving children from Healthy Families to Medi-Cal for health coverage. This paper details these and other key components of the budget proposal impacting kids.