This paper analyzes the value of student retention practices, or of flunking students, and presents viable options. Advocates of retention argue that it prevents future academic failure, ensures mastery of the basic skills necessary for success in higher grades, and motivates students. However, others argue that retention is associated with subsequent poor academic achievement, low self-esteem, negative attitudes toward school, and high dropout rates. Overall, research findings demonstrate that retention has no significant, positive, longterm effect on academic achievement. Alternatives to retention are programs that give students individualized time and attention, such as the Arizona At-Risk Pilot Project. Since 1987, the 42 K-3 demonstrations sites have experienced decreased dropout rates, improved achievement scores, and reduced absenteeism. However, pilot districts in general lacked specific retention polices, definitions, and criteria. A conclusion is that alternative programs are more cost effective than retention in terms of economic and personal costs. Seven recommendations for policy and practice regarding student retention are presented. Two tables are included. (LMI)