ATLANTA - Coming in third in the nation would typically give Georgia bragging rights, but that wasn't the case this week.

Georgia missed out on more than $400 million in federal grants under the U.S. Department of Education's "Race to the Top" competition, narrowly losing to Tennessee and Delaware. Now, the state is scrambling to rework its 200-page application in hopes of entering the second round of the competition, which is designed to encourage innovative programs that will raise student achievement and turn around struggling schools.

"It's incredibly frustrating and disappointing that we were so close, but we always had the consolation that the second round was there," said Gov. Sonny Perdue's spokesman, Bert Brantley. "But it's very encouraging that we scored so high. That is the bittersweet nature of this announcement."

The state is starting over when it comes to applying for the money because federal officials say rankings from the first round won't carry over.

Georgia received a 433 out of a possible 500, compared with Delaware's 454 and Tennessee's 444. Florida came in fourth with 431.

One important factor in Georgia's score was a lack of support from the Georgia Association of Educators and the Professional Association of Georgia Educators, the two groups that represent the state's 200,000 teachers. State officials included individual teachers and school administrators rather than having the two associations help write the "Race to the Top" application.

Federal education officials have said the buy-in from the teachers' groups in Tennessee and Delaware were instrumental in their winning scores. States like Tennessee with teachers' unions that have collective bargaining rights were required to get their sign off, but others like Georgia had the option of excluding those groups.

Nonetheless, Georgia officials say they don't plan to involve either teachers' group in the second round.

"That's arrogance at its worst," said Jeff Hubbard, president of the Georgia Association of Educators. "The governor and his staff think the teachers' voices aren't important when the teachers will be ultimately responsible for making these reforms work."

The state also only had 23 school districts out of 180 sign on to the application for the first round, whereas Delaware and Tennessee had every district agree to their reforms. Although Georgia's districts represented nearly half the state's students, reviewers commenting on the application expressed concern about it.

Georgia officials say they hope to convince the reviewing committee that starting with 23 districts - including Gwinnett County, the largest in the state with 150,000 students, larger than all the students in Delaware combined - is the smart way to implement some of their reforms, with plans to expand them to the rest of the state over time.

Other areas that Georgia must work on include, based on comments in the state's proposal and federal officials:

- Reducing the proposed $462 million budget to $400 million after Education Secretary Arne Duncan said applications for the second round cannot go over a certain amount for each state.

- Developing a clearer way to assess teachers' and principals' performance.

- Detailing how officials plan to measure teacher preparation programs at colleges and universities based on how their graduates perform in the classroom.

- Demonstrate ways the state will encourage teachers to get certified in science and math areas to increase the number of quality instructors in those classes.

Applications for the second round of "Race the Top" are due June 1, with winners to be announced in early fall.

Georgia was among 16 finalists for the first round from the 41 applicants for the competition. Any state can apply for the second round.

"We're going to be very tough to beat in round two," Brantley said.