A descriptive study examined the nature of compensatory education (CE) reading instruction and its relationship to the classroom setting. Subjects were 28 second-grade children and 5 pairs of second-grade and compensatory education reading teachers at 5 elementary schools in a school district located in a small community. Data on the teachers, students, and types of activities that comprised both classroom and remedial instruction were obtained over several months through the use of observation and teacher interviews. Results indicated that CE reading instruction provided to poor readers was similar to descriptions from classroom-based research in that reading instruction was delivered largely through written assignments and question-and-answer sessions. Students listened a great deal to their teachers and to their classmates; they responded when called on to respond; and they fulfilled many paper and pencil tasks. There was little oral reading, and silent reading of connected text and composing were virtually nonexistent. Goals of classroom teachers and CE teachers were similar: to provide a firm foundation in basal reading skills, with emphasis on decoding skills and word recognition development. It is evident that both in the classroom and in the CE setting, these poorer readers are being given only partial aspects of the basal instructional program. (Three tables of data are included.) (RS)