This article reports the findings from a longitudinal study investigating the influence of phonological processing and inattentive behavior on reading acquisition. Data from individually administered measures of phonological processing and reading, as well as teacher ratings of children's behavior, were collected from a cohort of 132 children at 12- month intervals, from kindergarten to 2nd grade. Results from multiple linear regression analyses employing latent constructs of phonological abilities and inattentive behavior provided support for the hypothesized model, with kindergarten measures of inattentiveness and phonological abilities predicting subsequent reading performance. An analysis of reciprocal relationships among these constructs revealed evidence that inattentiveness also interfered with the acquisition of phonological analysis skills. Implications for reading instruction and reading interventions are discussed.