The most prominent theories of reading consider reading comprehension ability to be a direct consequence of lower-level reading skills. Recently however, research has shown that some children with poor comprehension ability perform normally on tests of lower-level skills (e.g., decoding). One promising line of behavioral research has found semantic processing differences between good and poor comprehenders and suggests that impoverished semantic ability may be linked to poor comprehenders' difficulties. In the current study, we used event related potentials (ERP) to compare adult skilled and less-skilled comprehenders on a set of semantic and phonological processing tasks. The results revealed that the N400 component of the ERP and the P200 component were sensitive to differences between skilled and less-skilled comprehenders during a semantic processing task. Importantly, skilled and less-skilled comprehenders showed no differences in their ERP response during a phonological processing task. These findings provide neurophysiological support for the hypothesis that less-skilled comprehenders have a weakness in semantic processing that may contribute to their comprehension difficulties.