The effects of a Title III program on the reading and auding achievement of first- and second-grade pupils in Thompson School District, Colorado, were investigated. Subjects were 85 first graders and 15 second graders in the project rooms and 69 first graders and 20 second graders in control rooms at a neighboring school district. Treatment in the in-class auding centers consisted of 20-minutes daily of auding skills instruction, 20-minutes daily of literature and/or music instruction, plus teacher/pupil discussions and individual use of the auding center. The Gates-MacGinitie Reading Tests showed that the two groups had equal readiness skills. Forms A and B of the Metropolitan Achievement Tests were administered in December and May, respectively as pretest and post-test. Statistical analysis showed the treatment to be significant at the .01 level in the improved scores of project pupils in reading, auditory discrimination, and listening but statistically insignificant in improving word knowledge or word discrimination. The Wepman Auditory Discrimination Test and Durrell Listening-Reading Series were administered in February and April, respectively, and comparison of results on both tests favored the project pupils. In addition to the tests, subjective evaluations of teachers, pupils, and parents resulted in the judgment that the pupils responded positively and enthusiastically to the project. Tables are included. (AW)