Defining reading as a constructive process involving an interaction of the reader, the text, and the context, this paper offers a model of student cognitive processing that incorporates research in reading, thinking, teaching, and instructional materials. The first section of the paper provides the theoretical context for developing the model, while the second section defines the new model for reading in terms of four stages of comprehending and responding to text: before reading, during reading, after reading, and in response to questions. The third section outlines the characteristics of readers that influence their capacity to construct meaning from text and become independent learners, and the fourth section describes the characteristics of texts that may aid or hinder comprehension. The fifth section of the paper considers elements of the context that influence comprehension and learning, including the teacher, the instructional setting, and the instructional methods. Specifically, this section examines decisions of teachers and administrators that heavily influence the interaction between the teacher, the text, and the reader. The final section discusses the implications of this model for research and practice. An 8-page reference list concludes the document. (Author/FL)