Three studies were conducted evaluating semantic and phonological coding deficits as alternative explanations of reading disability. In the first study, poor and normal readers in second and sixth grade were compared on various tests evaluating semantic development as well as on tests evaluating rapid naming and pseudoword decoding as independent measures of phonological coding ability. In a second study, the same subjects were given verbal memory and visual-verbal learning tasks using high and low meaning words as verbal stimuli and Chinese ideographs as visual stimuli. On the semantic tasks, poor readers performed below the level of the normal readers only at the sixth grade level, but, on the rapid naming and pseudoword learning tasks, they performed below the normal readers at the second as well as at the sixth grade level. On both the verbal memory and visual-verbal learning tasks, performance in poor readers approximated that of normal readers when the word stimuli were high in meaning but not when they were low in meaning. These patterns were essentially replicated in a third study that used some of the same semantic and phonological measures used in the first experiment, and verbal memory and visual-verbal learning tasks that employed word lists and visual stimuli (novel alphabetic characters) that more closely approximated those used in learning to read. It was concluded that semantic coding deficits are an unlikely cause of reading difficulties in most poor readers at the beginning stages of reading skills acquisition, but accrue as a consequence of prolonged reading difficulties in older readers. It was also concluded that phonological coding deficits are a probable cause of reading difficulties in most poor readers.