This study identified deficits in executive functioning in pre-adolescent preterms and modeled their role, along with processing speed, in explaining preterm/full-term differences in reading and mathematics. Preterms (less than 1750 g) showed deficits at 11 years on a battery of tasks tapping the three basic executive functions identified by Miyake--updating/working memory, inhibition, and shifting. Confirmatory factor analysis showed that these executive functions, though correlated, were distinct from one another and from processing speed, which later proved to account for much of the intercorrelation among executive functions. In the best-fitting structural equation model, the negative effects of prematurity on achievement were "completely mediated" by the three executive functions and speed in a cascade of effects: "prematurity" [right arrow] "slower processing speed" [right arrow] "poorer executive functioning (working memory)" [right arrow] "lower achievement in math and reading."