Middle school students (N=712) were surveyed about their achievement goals and cognitive processing strategies. Results suggest that academically at-risk students use deep strategies less and are less learning focused than not at-risk and special education students. Special education and at-risk students tended to be more ability-focused than not at-risk students. At-risk students perceived school culture to be less learning focused and more ability focused than not at-risk students. Multiple regression analyses suggest that being "learning-focused" is the best predictor of deep strategy usage for all three groups of students. Three tables and four figures present data and statistical analysis. Contains 19 references. (Author)