The purpose of this study was to examine the relationships between opt-out rates, poverty, and results on the English Language Arts and Mathematics assessments for grades 3-8 in New York State. The setting included 102 school districts that were in two adjacent suburban counties in New York State: Nassau and Suffolk. A series of Pearson Product-Moment correlation analyses were conducted, with the alpha level set at 0.05, to determine the relationships between the opt-out rates, poverty, and Levels 3 and 4 achievement on the grades 3-8 ELA and Mathematics assessments. A series of multiple regression analyses were performed, with the alpha level set at 0.05, to analyze the extent to which poverty and opt-out rates predicted Levels 3 and 4 achievements on the grades 3-8 English Language Arts and Mathematics assessments. The opt-out rates and poverty rates put downward pressure on both assessments. The researchers recommended a deemphasis on the current testing modality so that ongoing formative assessments would be more directly linked to the instructional program, as a means to decrease the opt-out rates.