Numeracy is the ability or tendency to reason critically about quantitative information. The preponderance of published research on numeracy examines this construct among either pre-K or early elementary samples, students with developmental challenges, or is focused on post-secondary and adult cohorts. The numeracy skills of upper-elementary and middle school students is less documented and understood, most notably because of the lack of valid instruments that are developmentally appropriate for the age range. A numeracy scale for use among upper-elementary and middle school students is introduced in this paper. Scale validation was performed using a gender-balanced, racially / ethnically diverse sample of 3 rd through 8 th grade students (N=197) from a private, Catholic K-8 school in Santa Clara County, California. Construct validity is supported by strong, positive correlations with the three subscales of the Cognitive Abilities Test (CogAT) as well as the Iowa Test of Basic Skills Mathematics test, a standardized academic achievement domain assessment. A preliminary exploration of the critical-thinking dispositional correlates of numeracy suggests a positive relationship with students' self-reported creative problem solving, diligence, systematicity, and fairmindedness.