Using latent variable structural equation modeling, we tested a theoretical model positing that grade retention has a positive effect on children's teacher- and peer-rated academic competencies and on sociometric measures of peer acceptance. We also expected that the positive effect of grade retention on peer acceptance would be mediated by children's ability to meet academic challenges in their classrooms. Participants were 350 (52.6% male) ethnically diverse and academically at-risk first graders attending 1 of 3 school districts in Texas. An individually administered test of academic achievement, teacher-report and peer-report measures of academic competence, and peer-report measures of peer acceptance were collected on children in first grade and 1 year later, at which time 63 children were repeating first grade and 287 were in second grade. The hypothesized model provided a good fit to the data. Children's academic competencies, as perceived by peers and teachers, fully mediated the effect of retention on subsequent peer acceptance.