Health-related physical education and training has been associated with academic performance (CA State Department of Education, 2001; Sallis et al., 1999). Despite increased incidence of childhood obesity and juvenile diabetes (USDHHS, 2000) physical education time is being reduced to address academic issues related to federal No Child Left Behind legislation. If evidence existed that physical education contributed to intellectual development, it may gain credibility and instructional time (Kirkendall, 1985). The purpose of this study was to examine the effects of physical fitness on state mandated academic testing (Illinois State Achievement Test) (ISAT). Participants were 180 (males = 95) 3rd, 4th, and 5th grade students (ages 9-11) enrolled in one of four elementary schools in a single Midwest school district. The schools selected for study were achievement and demographically matched. Two schools were above average in student achievement, state report effectiveness, and low in free-reduced lunch. Two schools were considered to be below the state average in academic achievement, effectiveness, and above the state average of free-reduced lunch. All participants received three days of physical education for forty-five minutes at each of the schools. All testing took place during the 2003-2004 school year. Participants completed five components of the Fitnessgram (aerobic capacity (PACER), pushups, curlups, back saver sit and reach, and body mass index) as a measure of physical fitness. Only participants that passed all five fitness tests were considered to be fit. Participants also completed the annual ISAT for academic achievement. Partial correlation analyses were conducted for total fitness, total academic achievement, and by fitness and academic test part, while controlling for age. A positive, significant relationship was found (r = .62, p < .01) between total fitness and total academics. The largest fitness component influencing academic performance was aerobic capacity (r = .45, p < .01). The most significant negative influence on academic performance was BMI (r = -.42, p < .01). Total fitness was most related to the science (r = .73, p < .01) and math (r = .58, p < .01) academic exams. Similar to the California data (CA State Department of Education, 2001), 41% percent of the participants (51% = males, 49% = females) were considered to be fit. Overall findings suggest that physical fitness alone does not predict academic performance; however, does influence performance on state mandated academic tests in 3rd, 4th, and 5th grade children in Illinois.Keyword(s): assessment, elementary education, exercise/fitness