Many studies regarding drug and alcohol use of students are based on psychological theories and models. However a limitation of this research is that it generates little practical knowledge about specific factors that might be related to alcohol, cigarettes, smokeless tobacco, and marijuana use. The purpose of this study was to identify factors that distinguished between users and non-users of alcohol, cigarettes, smokeless tobacco, and marijuana. Fifth grade students complete a 34-item questionnaire that measured students' perceptions and attitudes related to alcohol, tobacco, and marijuana use. Students from four schools in Northwest Arkansas (n=447) participated in the study. Researchers analyzed data by organizing the questionnaire items into 7 factors. These factors were: 1) intent to use, 2) would use if friends used, 3) could say no to using, 4) parents think it is ok to use, 5) do you think you should use, 6) believing most kids use, and 7) believing kids hurt themselves if they use. Each factor addressed the use of alcohol, cigarettes, smokeless tobacco, and marijuana. Results of the confirmatory factor analysis confirmed the existence of these factors, with each item loading at .80 or higher. The researchers use logistical regression to determine factors that distinguished between students who were users and non-users of alcohol, cigarettes, and smokeless tobacco. For each substance, researchers performed a separate analysis for males and females. Significant factors (p < .05) for cigarette use for females were 1) whether or not friends used, 2) parents thinking it is ok to use, and 3) do you think you should use. For males the only significant factor (p < .05) was the intent to use. No significant factors existed for the use of smokeless tobacco for females. Significant factors (p < .05) of smokeless tobacco for males included 1) intent to use and 2) believing kids hurt themselves if they use. There were no significant predictors of alcohol use for females, while intent to use was the only significant predictor for males. These results indicate that different predictive factors may play a role in the use of alcohol, cigarettes, and smokeless tobacco among male and female students. Further research is needed to determine if other predictive factors play a significant role in substance use.Keyword(s): assessment, health promotion, middle school issues