This study examines how cognitive processes interrelate as well as predict learning-disabled (LD) readers' word recognition and reading comprehension performance. Correlations between phonological, orthographic, semantic, metacognitive, and working memory measures with reading performance were examined in LD and skilled readers ages 8 to 12 years. important results were (a) LD readers were deficient on all cognitive processes compared with skilled readers, but these differences do not reflect IQ scores; (b) reading ability group differences emerged on a component composed primarily of working memory measures (referred to as ''g'') as well as unique components, suggesting;that these differences emerge on both general and specific (modular) processes; (c) g best predicts reading comprehension for both groups; and (d) phonological awareness best predicts skilled readers' pseudoword reading, whereas g best predicts LD readers' pseudoword performance. Overall, LD readers' information professing difficulties were described within a general working memory model that views such children as having difficulty accessing and coordinating both general and specific processes. Results suggest that the cognitive processes that contribute to reading deficits are best understood in the context of their combination with other operations rather than in isolation.