College-bound students who score poorly on the American College Test (ACT) exam (16 or below) are usually required to take an examination that measures the ability to read and interpret college level material since this ability is a significant variable in the prediction of academic success. Many of these underprepared students need specific help with vocabulary, decoding, and study skills. A program in use at Memphis State University begins at the literal level and moves toward higher levels of thinking and reasoning, using both "top-down" (meaning comes from concepts already in the mind of the reader) and "bottom-up" (meaning flows from the printed page and is recoded) concepts of reading. Diagnostic testing first determines whether students are placed in a remedial (lower) or a developmental class, where each non-credit course is organized around a set of instructional objectives and taught using a specific skills instructional model. The most fundamental need is for more instructional time. Instructors have found that many underprepared students function at a literal thinking level and are unfamiliar with higher thinking levels and/or abstract thinking. In an additional lab period, tutors teach specific skill lessons and extend the classroom instruction. Plans for evaluation of the program are in place, and data are now being collected. Student response to the program has been encouraging so far. (NKA)