Language-processing facility in good and poor readers was examined using two speech-shadowing experiments. A total of 54 children from the second, fifth, and eighth grades were tested (9 good and 9 poor readers at each grade level). The first experiment manipulated rate of presentation to study speed of processing auditory-linguistic information. Good readers were superior to poor readers in their ability to maintain shadowing accuracy at increased rates of presentation, although the performance patterns of the two groups varied according to grade level. In the second experiment, good and poor readers shadowed sentences exhibiting different degrees of grammatical acceptability. Unstructured word strings, without syntactic coherence, penalized good readers more than poor readers, relative to their performance on syntactically appropriate constructions. Poor readers did not differ from good readers in their