Whatever else might be said about the No Child Left Behind Act, it has the potential to be one of the most important pieces of education civil rights legislation in a generation. Its goals are an indispensable component of a renewed commitment to promoting racial and ethnic justice. The emphasis on accountability gives essential urgency and attention to the shameful achievement gaps of poor and minority students and students with limited English proficiency and disabilities. For NCLB to achieve its ultimate promise, serious, thoughtful changes are needed that: (1) maintain NCLB's focus on the most disadvantaged students, and especially the narrowing of achievement and attainment disparities; (2) capitalize on the momentum NCLB has generated at all levels around systemic reform and effective interventions; and (3) carefully and constructively improve the law by building on its strengths, reducing its weaknesses, and trying to address several problems created as a result of its implementation rather than the law itself. However, according to the research presented here and elsewhere, it has become clear that NCLB "as implemented" does not always lead to accurate assessments of student learning and has not always led to the kind of rich and enduring learning gains that parents expect for their children. Civil rights and education advocates now confront a difficult challenge: how to amend NCLB to allow the flexibility and support necessary to foster creativity and excellence, without returning so far back to the past that minority student underachievement is once again ignored or hidden. Drawing on extensive research on NCLB, this paper offers recommendations which reflect an attempt to achieve this kind of constructive change. They do not encompass all desirable amendments, but are limited to research-based recommendations flowing from the Warren Institute's recent work. (Contains 4 footnotes.)