This article examines the impact of the No Child Left Behind Act of 2001 (NCLB) on English language learners (ELLs). Title III of NCLB describes specific requirements that states and districts must meet in educating ELLs. In February 2003, the U.S. Department of Education released non-regulatory guidance on the Title III state formula grant program, stating that "The major goals of Title III are to help ensure that limited English proficient children attain English proficiency, develop high levels of academic competence in English, and meet the same challenging state academic content and student achievement standards" as all other students. States are required to develop English language proficiency standards and implement English proficiency tests. They must also develop annual achievement objectives for increasing the English language proficiency of ELLs and assessing their progress in speaking, reading, writing, listening, and comprehension. State language proficiency standards must be linked to state academic standards. States are in the process of developing new English language proficiency assessments for ELLs. Rural schools may face specific challenges when working to meet the needs of ELLs (e.g., having to develop ESL programs from scratch). The NCLB grants states flexibility in designing programs that are most appropriate for their needs, although appropriately serving ELLs and meeting legislative requirements may entail creative solutions by states, schools, and districts. (SM)