Objective: This study examined the plasticity of the central auditory pathway and accompanying cognitive changes in children with learning problems. Methods: Children diagnosed with a learning disability and/or attention deficit disorder worked with commercial auditory processing training software for 8 weeks; control groups consisted of normal-learning and learning-impaired children who did not participate in any remedial programs. Auditory brainstem function was evaluated in response to click and speech stimuli in quiet; cortical responses to speech stimuli were obtained in quiet and noise. Academic achievement and cognitive abilities were assessed with standardized measures. Results: Compared to controls, the trained group improved on measures of auditory processing and exhibited changes in cortical responses in quiet and in noise. In quiet, cortical responses reflected an accelerated maturational pattern; in background noise, cortical responses became more resistant to degradation. Brainstem responses did not change with training. Conclusions: Children with learning problems who practiced with auditory training software exhibited plasticity of neural encoding of speech sounds at the cortical, but not subcortical, level of the auditory pathway. This plasticity was accompanied by improvement in behavioral performance. Significance: This study demonstrates that in learning-impaired children working with commercial auditory processing training programs affects both the perception and the cortical representation of sound.