This paper discusses the characteristics of inner-city, deprived children which cause learning difficulties; the characteristics of typical basal readers which cause problems for these children; conditions which promote optimal learning; and practical suggestions for instruction. The areas of learning difficulty for the children discussed include listening, speaking, reading, lack of experiences, high mobility, immediate physical needs, and abstractions. The characteristics of basal readers discussed which cause learning problems include the vocabulary load placed on the child, deferring the teaching of vowel sounds to second grade, lack of sufficient practice in skills learned in different settings, gaps in instruction, teaching too many things at once, and dependence on assumptive teaching. Conditions discussed which promote optimal learning include the presentation of tasks in segments, teaching in the easiest possible sequence, progression determined by mastery, transfer of skills, repetition of learned skills, and immediate and valued reinforcement. Practical suggestions for instruction include the use of the language experience approach, which can involve teaching phonics and word recognition skills to avoid many of the problems present in basal readers. (WR)