This paper explores what lessons we can learn from the experiences of states that instituted NCLB-like accountability systems prior to 2001 (here called first-generation accountability systems). We looked at the experiences of three smaller states (Kentucky, Maryland, North Carolina), four larger ones (California, Florida, New York, Texas), and two large districts (Chicago and Philadelphia). We analyzed evaluative reports and policy documents as well as interviews with state officials and researchers. We condensed the material into eight lessons: sanctions are not the fallback solution; no single strategy has been universally successful; staging should be handled with flexibility; intensive capacity building is necessary; a comprehensive set of strategies seems promising; relationship-building needs to complement powerful programs; competence reduces conflict; and strong state commitment is needed to create system capacity.