There is strong evidence that low-achieving students in the middle and upper levels of elementary school fail to process effectively the materials they read and have limited retrieval skills. They rely heavily on rote memory, are not able to consider word meanings in terms of their abstract referents, and are unable to use the syntactic cues implicit in texts. Hence, these students are limited in their recall of specific information and concepts, and in their ability to compre hend and use what they do comprehend. A possible explanation for these defi ciencies lies in the emphasis in the primary grades on establishing readiness and decoding skills, often at the neglect of establishing comprehension skills. There is uncertainty as to how these readiness and decoding skills come together to produce the complex cognitive skills of reading with understanding. Moreover, there is a definite change in the nature of the instructional materials used in the middle and upper levels of elementary school in contrast to those used in the primary grades. The materials for the upper grades are expository in nature, require the use of inference, and are more complex and abstract.