The Governor’s 2013-14 budget provides $56.2 billion in total Proposition 98 funding–a $2.7 billion (5 percent) increase from the revised current-year level. The Governor dedicates new monies to paying down school and community college deferrals, transitioning to a new K-12 funding formula, restructuring adult education, funding Proposition 39 energy projects for schools and community colleges, and adding two mandates to the schools mandates block grant. The Governor also proposes various changes and consolidations relating to special education funding. Though we think the Governor’s basic approach of dedicating roughly half of new funding to paying down existing obligations and the other half to building up base support is reasonable, we have concerns with many of his specific Proposition 98 proposals. In the areas of adult education, Proposition 39 energy projects, mandates, and special education, we provide alternatives for the Legislature ‘s consideration. Our assessment of an alternative to the Governor’s Proposition 39 proposal can be found both in the Proposition 98 report and in a standalone budget brief–2013-14 Budget: Analysis of Governor’s Proposition 39 Proposal.