Cognitive Processing weakness (CPW) is a psychological problem that impedes students' ability to learn effectively in a normal school setting. Such weakness may include; auditory, visual, conceptual, sequential, speed and attention processing. This paper therefore examines the basic assessment or diagnostic approaches such as Diagnosis by Inclusion Approach, I.Q. Discrepancy Approach and Intrinsic Processing Approach. Some effective counselling techniques examined include Free Association, Brainstorming, Responsive Listening Technique and Cognitive Restructuring. Recommendations offered suggest early diagnosis of students and use of viable techniques for counselling students with Cognitive processing weakness.