The effects of standardized testing on instruction were studied in two school districts with high-stakes testing. The present study was part of a larger research project concerned with the effect of testing on instruction and student learning. A total of 360 teachers in grades 3, 5, and 6 in approximately 100 schools in two districts answered a questionnaire addressing test preparation/coaching practices and the effects of testing on instruction. A limitation of the study was the overall response rate of 42%, suggesting that the respondents were not necessarily representative of all teachers. Teachers reported that they felt pressured to improve test scores by the district administration and the media. Because of the importance of testing, teachers gave greater emphasis to basic skills instruction. They felt that content not tested suffered because of the focus on the standardized tests. Testing further distorted teaching because of the extensive time given to test preparation. While it was agreed that flagrant cheating was rare, practices that would clearly boost test scores, such as rephrasing questions, were considered to occur more frequently. Teachers were aware of extensive use of test results for external purposes such as comparisons of schools or districts. In open-ended questions, teachers could point to many benefits from standardized testing, but they felt that these were outweighed by the drawbacks. Fourteen tables summarize the questionnaire results. A 13-item list of references is included. (SLD)