Considerable evidence supports that close to two thirds of all fourth-grade students read at less than adequate levels on reading achievement tests and that the problem has persisted for decades. This study of 1,064 third-grade students at risk for reading failure uses path analytic techniques to measure a hypothesized model linking developmental spelling, sight- and pseudo-word reading, and reading fluency to achievement on an end-of-year state reading test. While all hypothesized paths were found to be significant, paths not hypothesized were also significant. These paths included direct effects for spelling development on fluency and reading achievement, as well as the direct effect of sight-word reading on state reading achievement. In total, the model predicted 41.9% of the variance in state reading achievement and found that students proficient at foundational reading skills were 7 times more likely to be proficient on the state reading achievement assessment.