The purpose of this study was to investigate the relationship between different text-leveling systems and reading accuracy and fluency in second-grade students with and without decoding difficulties. Two-hundred-forty-eight second-grade students, 44 identified as low achieving (LA) and 204 identified as average achieving (AA) in decoding skill, participated in the 15-week study. During the study teachers collected data weekly on students' text-reading accuracy and fluency using curriculum-based measurement (CBM) techniques. Text attributes such as readability, decodability, percentage of high frequency words, average words per sentence, and percentage of multisyllabic words were estimated for each passage. Results using the entire sample of children indicated that accuracy of text reading was uniquely predicted by the percentage of high frequency words in the passages, whereas both the percentage of high frequency words and passage decodability made unique contributions to variance in passage-reading fluency. Moreover, results suggested that the relationship between text-leveling variables and reading performance was similar in the LA and AA groups, with only a slight trend favoring a stronger relationship between passage decodability and measures of text-reading performance in the AA group compared to the LA group.