Most parents and educators agree that reading is the foundation for success in the classroom. However, many children fall short of the necessary reading level, resulting in an array of classroom problems. Reading disability and behavior problems are the two most common childhood disorders observed in the classroom (Smart, Swanson, & Prior, 1996). Depending on the definition used, it is estimated that 10-15% of school-aged children have learning problems, with most research directed at reading difficulties (Smart et al., 1996). Similarly, behavior problems, such as hyperactivity and oppositional disorder, are also evident in the classroom. The high level of overlap between reading difficulties and behavior problems, especially the externalizing types, has been consistently reported (Cornwall & Bawden, 1992; McGee, Williams, Share, Anderson, & Silva, 1986; Pisecco, Baker, Silva, & Brooke, 1996). Without successful early intervention, both disorders commonly lead to costly and long-term negative outcomes for both the child and society. The purpose of this study was to explore the relationship between reading skills, specifically reading comprehension and phonological awareness, and externalizing behaviors--hyperactivity (ADHD) and oppositional defiant disorder (ODD). Children with ADHD have been found to have a comorbidity of reading disabilities at a higher proportion than would be expected by chance. Hyperactivity and impulsivity have been noted to be the most contributing factors in these studies. In this study, children with only ADHD-combined type of hyperactivity and inattentiveness, ODD only, a combination of ADHD and ODD, and children without either ADHD or ODD were invited to participate. Participants in the study included approximately 100 boys between the ages of 11- 15 in grades 6-8. They were selected from Central Texas area alternative education schools. Parents completed behavior rating scales that measured their child's adaptive and problem behaviors in the community as well as at home. Teachers also completed behavior rating scales that measured these same behaviors in the school setting. Group differences were explored in the areas of reading comprehension and phonological awareness. Results indicated that there were no significant differences among the four groups. These findings raise the question as to whether the groups were truly homogeneous or if group differences were not identified because of inappropriate reading measures. While all four groups performed in the average range in phonological awareness and reading comprehension, most of the ODD and ADHD/ODD students are reading below grade level. Further investigation is warranted in this area.