This study investigated three instructional conditions on precursors to successful reading for Spanish-speaking English Learners (EL) within a Response to Intervention (RTI) framework. This study had three main purposes. First, to evaluate intensive pre-referral instruction that included precursors to both reading decoding (phonological awareness and alphabet knowledge) and reading comprehension (listening comprehension). Second, to investigate RTI as an identification tool for Spanish-Speaking EL. Third, to investigate listening comprehension instruction within the framework of RTI and to determine if academic skills and cognitive processes can accurately predict responsiveness to intervention. Although a large body of scientific evidence now exists to support early instruction to prevent reading disabilities, this literature largely focuses almost exclusively on early acquisition of word reading skills (McCardle, Scarborough, & Catts, 2001; Torgesen, 2002). Virtually no literature exists that similarly demonstrates effective early interventions for EL that specifically target later reading comprehension. This study entails a randomized, alternate treatment control group experiment to test effects of intensive instruction that targets specific precursors to reading decoding and reading comprehension in a sample of EL (n=81) who may be at risk for later reading failure. Two randomly assigned experimental intervention groups and one treatment control group were created to test the effectiveness of three different instructional interventions. The two experimental intervention groups received listening comprehension (LC) and phonological awareness (PA) instruction titrated by different doses of listening comprehension instruction, creating a LC concentration group and a PA Concentration group. The treatment control group received only phonological awareness instruction. The results indicate that (1) students in the LC concentration group outperformed students in the other two intervention groups on most dependent variables, (2) At-Risk students in the listening comprehension group outperformed At-Risk students in the other two intervention groups on all dependent measures, (3) working memory predicted response to intervention above and beyond the influence of pretest scores for most dependent variables: late phonological awareness, word decoding and listening comprehension, (4) approximately 5% of students were classified as treatment resisters after eight weeks of intervention.