This study explored mathematics teachers' instructional practices in the context of high-stakes testing. Data were obtained from a survey instrument given to a stratified sample of Mississippi and Tennessee teachers who teach the same content tested on their state's high school graduation examination. An analysis showed teachers using a balance of standards-based and traditional practices and tools, including textbook-based assignments, calculators, open-response questions, supplementary materials, and multiple-choice questions. Over 90% of teachers from both states felt that an "interest in helping my students attain test scores that will allow them to graduate high school" was a factor influencing their instructional practices. This was followed by an "interest in helping my school improve high school graduation examination scores," and "belief these are the best instructional practices." (Contains 7 tables.)