Numerous studies have documented memory deficits in very low birthweight (VLBW, < 1500 g) children, yet we know little about the nature of these memory problems. To clarify memory sequelae and examine memory deficits in relation to the degree of low birth weight, we administered the California Verbal Learning Test-Children's Version (CVLT-C) to a regional sample of 57 < 750 g birthweight children and to groups of 53 750-1499 g birthweight children and 49 term-born controls. Group comparisons revealed significant differences between the < 750 g birthweight group and term-born children on measures of list learning, delayed recall, and inaccurate recall. In addition, the percentage improvement in correct recognitions relative to long-term delayed recall was greater in the < 750 g group than in the term-born controls. Similar differences were observed between VLBW children with and without abnormal neonatal cerebral ultrasounds (high- and low-risk groups). Differences in learning rate between the VLBW and term-born groups, and between high- and low-risk VLBW children, were evident even when vocabulary skill was covaried or when children with neurosensory deficits or IQ < 80 were excluded from analysis. The findings document deficits in verbal memory in the subset of VLBW children at greatest biological risk, and suggest that acquisition processes are selectively impaired.