as a pocket. Empty as a pocket with nothing to Paul Simon's image is strong (1986). An empty pocket with nothing to lose. A powerful description of the of reading for young adolescent remedial readers. To them, reading is an empty pocket, devoid of meaning and purpose. Years of remedial instruction, hundreds of skill drill exercises, myriads of diagnostic tests and still their pockets are empty, their reading meaningless, progressively stripped not only of sense but of enjoyment as well. So, what can be done to fill the pockets of middle-school remedial readers, to give reading a meaning for each of them personally? Is it even possible to overcome their histories of failure and resulting negative attitudes toward reading? I found the first pennies for those empty pockets in Nancie Atwell's In the Middle. By applying the principles of time, ownership, and response (Giacobbe 1986, 146-47), Atwell enabled her students to find their own meanings in the of reading. In September I gave my remedial sixth, seventh, and eighth graders Atwell's reading survey to uncover their perceptions of reading. The most telling information came from their answers to the question, How does the teacher know which students are good readers? (272). In general, their answers did not relate to meaning nor hint at selfdirected purpose. Instead, they focused on oral performance. The students commented that the teacher knows you are a good reader if you without stuttering, and if she listens to you read. Other students saw reading only as testing. They responded that the teacher knows by book reports and by their tests. Nowhere did I find any evidence suggesting a view of reading as the act of meaning construction (Wells 1986, 217). That left me with the challenge of helping them iscover the notion of reading as meaning-making. Jane Hansen (1987) says, Children learn more when they construct their own knowledge than when they listen to us construct ours (80). And the only way for them to construct their own knowledge, to find reading meaningful, is to provide them with opportunities to engage in the of reading and see demonstrations of reading that re full of meaning. I adopted the practices of Atwell's reading workshop. My students selected books from shelves of adolescent literature and read silently for sustained periods in the classroom. They responded to what they read in dialogue journals and share sessions. However, to allow my remedial students to enter into reading that would be meaningful to them, I would have to model the strategies that good readers use to create meaning from written texts (Atwell 216-19). It would be important for them to abandon the use of isolated reading skills, but this, too, they had to discover in the context of actual reading. The place to provide this modeling was in fiveto ten-minute mini-lessons, brief, highly focused discussions of particular elements of writing and reading. My first sequence of mini-lessons focused on the reading strategies good readers use and demonstrated how the skills my students were using interfered with their ability to make sense of print. These six mini-lessons, based on the work of Frank Smith (1978), demonstrated the need to abandon sounding-out as their first strategy, to use context and word similarities, to group words