This study investigated predictive relations between preschoolers' (N=310) behavioral regulation and emergent literacy, vocabulary, and math skills. Behavioral regulation was assessed using a direct measure called the Head-to-Toes Task, which taps inhibitory control, attention, and working memory, and requires children to perform the opposite of what is instructed verbally. Hierarchical linear modeling (HLM) was utilized because children were nested in 54 classrooms at 2 geographical sites. Results revealed that behavioral regulation significantly and positively predicted fall and spring emergent literacy, vocabulary, and math skills on the Woodcock Johnson Tests of Achievement (all ps<.05). Moreover, growth in behavioral regulation predicted growth in emergent literacy, vocabulary, and math skills over the prekindergarten year (all ps<.05), after controlling for site, child gender, and other background variables. Discussion focuses on the role of behavioral regulation in early academic achievement and preparedness for kindergarten. Copyright 2007 APA.