Abstract Learning disabled (LD) and nondisabled (NonLD) children's memory span was assessed using lists of items that varied both in length and familiarity (digits, unfamiliar faces, familiar faces). Fifty boys in grades four through six, half of whom were identified as learning disabled, participated in the experiment. Both the LD and NonLD children recalled more items in the digit and familiar faces conditions than in the unfamiliar faces condition, demonstrating the importance of knowledge base in children's serial recall. of greater importance, however, was the difference between the LD and NonLD children for the three types of stimuli. NonLD children showed a recall advantage compared to their LD peers for digits and unfamiliar faces, but not for familiar faces. The results are interpreted as demonstrating the facilitating effect of knowledge on memory, particularly for learning impaired children.