This study focuses on an examination of the learning-to-learn strategies of seventh-grade students as they highlight, take notes, plan, organize, and write expository texts. Participants consist of 125 students, 41 with disabilities and 84 without disabilities. The results reveal that the students with disabilities have more difficulties in using the learning-to-learn strategies as they read, study, and write expository texts, although neither group is judged to be highly proficient. The implications point to a renewed emphasis on preparing content-area teachers to teach the literacy and learning strategies that support the development of learners who know how to read to learn and how to write to learn. (Contains 7 figures and 1 table.)