In a preview to the "Reading Report Card," U.S. Department of Education Secretary Richard Riley profiled recent national scores indicating that only one-third of high school seniors read proficiently ("Reading Scores," 1995, p. A 7). In addition, approximately 75% of fourth and eighth graders scored below the proficient range-which represents a significant decline in reading performance from previous years. A conspicuous finding revealed that, while scores for the top quarter of students remained stable from previous years, the most significant decline involved children at the bottom of the achievement scale.General and special educators can easily assign faces and names to the children profiled in the national statistics. Some we know as students with specific learning disabilities and language disorders; others are considered at-risk for reading failure, and still others may have no identified disability, yet have consistently struggled throughout their academic careers to keep up with their age-level peers. Though varieties of nomenclature are used to identify these children and many characteristics used to describe their behaviors, their common denominator is failure (Kameenui, 1993). More specifically, they are failing to achieve from traditional curriculum and instruction.This article is devoted broadly to the topic of academic failure, and specifically to the role of curriculum design in either intercepting or exacerbating learning difficulties. A focus on curriculum design does not discount the fact that learners in the bottom of the achievement rankings may differ along biological, neurological, experiential, sociological, and psychological dimensions from those who rank consistently near the top. Rather, this emphasis acknowledges the real differences these learners bring to instruction and to the body of knowledge and science of instruction professional educators possess to address these needs.The emphasis on curriculum design shifts the focus from factors over which teachers have little control (e.g., neurology) to those that are amenable and capable of preventing and remediating failure. Our goals in this article are to (a) provide a demographic and instructional context for the need to attend to curriculum design at both a national and a local level, (b) define and specify the dimensions of curriculum design, ( c) apply curriculum design principles to select academic contents, and (d) discuss implications of poorly designed instruction for students with diverse learning needs.