There are a multitude of academic and non-academic, economic, physical, and demographic conditions that place children in the high risk of failure category in elementary and secondary schools. Assistance for these children may come through computer-assisted instruction (CAI), not only because software is available that addresses student needs, but also because of the ability of the computer to empower students to take control of their own learning. Such experiences of control are integral to the academic success of at-risk students, many of whom feel a lack of control due to environmental, physical, mental, or language disabilities. While research has shown that CAI can help at-risk students learn basic skills such as reading, writing, and mathematics, studies have also revealed that CAI helps students think critically, solve problems, and draw inferences. Technologies such as instructional video, videodisks, and distance education systems can be used to enhance motivation, interaction, and learning in at-risk students, while student databases can be used to produce, manage, and assist in the analysis of student performance, in planning instructional programs, and in organizing and tracking learning objectives for individual students. (DB)