This paper investigates the effects of California's billion-dollar class-size-reduction program on student achievement. It uses year-to-year differences in class size generated by variation in enrollment and the state's class-size-reduction program to identify both the direct effects of smaller classes and related changes in teacher quality. Although the results show that smaller classes raised mathematics and reading achievement, they also show that the increase in the share of teachers with neither prior experience nor full certification dampened the benefits of smaller classes, particularly in schools with high shares of economically disadvantaged, minority students.