Learning to operate algebraically is a complex process that is dependent upon extending arithmetic knowledge to the more complex concepts of algebra. Current research has shown a gap between arithmetic and algebraic knowledge and suggests a pre-algebraic level as a step between the two knowledge types. This paper examines arithmetic and algebraic knowledge from a cognitive perspective in an effort to determine what constitutes a pre-algebraic level of understanding. Results of a longitudinal study designed to investigate students’ readiness for algebra are presented. Thirty-three students in Grades 7, 8, and 9 participated. A model for the transition from arithmetic to pre-algebra to algebra is proposed and students’ understanding of relevant knowledge is discussed.