This paper reports on the results of a research project that examines how students responded to instructors' comments on academic papers written for a first-year writing course at a large, Midwestern university. Data collected consisted of rough drafts with instructor comments, final drafts of the same papers, and two sets of interviews, one after students had received the teacher's comments, and one after they had revised the final draft. In the interest of contributing to our understanding of what response to student writing does, this study explores student reflections on what they think, feel, and do in response to instructor comments. Findings suggest good reasons for the lack of one-to-one correspondence between an instructor's comments and an improved final draft, and that we may need to look at factors other than revised drafts for evidence of student learning. Keywords: teaching writing, responding, instructor comments, writing process, learning