One goal of this longitudinal study was to examine whether the predictors of reading skills in Grade 3 would differ between English as a second language (ESL) students and native English-speaking (L1) students. Phonological processing, syntactic awareness, memory, spelling, word reading, and lexical access skills were assessed in kindergarten and in Grade 3. The results indicated that in kindergarten, the ESL group had significantly lower scores on phonological processing, syntactic awareness, spelling, and memory for sentences tasks. However, in Grade 3, the ESL group performed in a similar way to the L1 group except on the syntactic awareness task. The combination of the two kindergarten measures, memory for sentences and Oral Cloze, and the combination of phonological processing and letter identification all contributed equally to predicting the L1 students' word-reading skills. However, for ESL students, letter identification and phonological processing made much larger contributions to predicting Grade 3 reading ability. Another goal of this study was to assess the procedures used to identify reading disability in the ESL and L1 student sample. Performance on two measures--letter identification and phonological awareness in kindergarten--predicted whether students would be classified in Grade 3 as at risk or having typical reading development for the ESL and L1 groups. The ESL children developed strong reading skills, and their status as ESL speakers did not put them at risk for reading difficulties in Grade 3. ESL students were not at any particular risk for reading difficulties after 4 years in Canadian schooling with an adequate balanced literacy program.