Recent findings that earlier fraction knowledge predicts later mathematics achievement raise the question of what predicts later fraction knowledge. Analyses of longitudinal data indicated that whole number magnitude knowledge in first grade predicted knowledge of fraction magnitudes in middle school, controlling for whole number arithmetic proficiency, domain general cognitive abilities, parental income and education, race, and gender. Similarly, knowledge of whole number arithmetic in first grade predicted knowledge of fraction arithmetic in middle school, controlling for whole number magnitude knowledge in first grade and the other control variables. In contrast, neither type of early whole number knowledge uniquely predicted middle school reading achievement. We discuss the implications of these findings for theories of numerical development and for improving mathematics learning.