The purpose of this study was to investigate the academic responding of students at-risk for reading difficulties in beginning reading instruction. Opportunities for kindergarten students at-risk for reading difficulties to respond academically during teacher-facilitated reading instruction in the general education classroom were examined in relation to student reading achievement as well as social behaviors. Student academic responding during teacher-facilitated instruction significantly predicted end of year reading achievement. Teacher perceptions of students' social skills (positive correlation) and problem behaviors (negative correlation) were significantly correlated with academic responding. When academic responding and teacher perceptions of social behaviors were examined together, only teacher perceptions of academic competence and problem behaviors predicted spring outcomes.