As support mounts for the use of pre-kindergarten (pre-k) to promote academic achievement, there is increased need to understand the nature of pre-k’s effects and the key elements of effective pre-k programming. The present study used a short-term longitudinal design to examine the effects of a pre-k program for at-risk four-year-olds. Using data collected from classroom observations, teacher-rated measures of students’ social-emotional functioning, and standardized measures of academic functioning, associations between classroom quality and students’ social-emotional and academic development were assessed. Indicators of classroom quality reflected teachers’ use of Warmth, Positive Discipline, and Logic and Reasoning, based on ratings of teacher-child interactions during classroom observations. Each measure of pre-k classroom quality was examined in relation to student’s pre-k social-emotional functioning (as measured by the Devereux Early Childhood Assessment), pre-k receptive vocabulary skills, and kindergarten literacy and math skills (as assessed via multiple standardized measures). Results indicate children from pre-k classrooms in which teachers were more warm and supportive in their interactions with children received better ratings of prosocial skills (Attachment, p<.05; Initiative. p<.10) and fewer Behavior Concerns (p<.05). Measures of classroom quality were not directly related to students’ kindergarten academic functioning; however results suggest an indirect relationship via students’ social-emotional functioning. That is, students with higher teacher ratings in Initiative and fewer behavior concerns in spring of their pre-k year performed better on fall and spring kindergarten assessments of math and reading than their peers with less positive ratings of social-emotional skills . Additionally, students with higher teacher ratings of Attachment in pre-k performed worse (p<.05) on kindergarten measures of academic functioning. The Attachment-functioning relationship was not in the expected direction and warrants further examination. The present study supports the need for quality pre-k to promote children’s social-emotional development and academic achievement, particularly for at-risk children.