THE RELATIONSHIP OF VARIOUS MENTAL ABILITIES TO LEARNING FROM FILMS WAS STUDIED TO TEST WHETHER INSTRUCTIONAL FILMS SHOULD BE PREPARED WITH AUDIENCE CHARACTERISTICS CLEARLY DEFINED AND WHETHER FILMS MAY BENEFIT PERSONS WITH CERTAIN MENTAL ABILITIES OR DEFICIENCIES. MEASURES OF FACTUAL LEARNING FROM TWO SOUND MOTION PICTURES WERE OBTAINED FOR A GROUP OF BASIC TRAINEES AT INDIANTOWN GAP MILITARY RESERVATION. VARIOUS ABILITIES WERE MEASURED TO GET ACCURATE DESCRIPTIONS OF THE SUBJECTS. A CONTROL GROUP WHICH DID NOT SEE THE FILMS WAS GIVEN THE SAME INFORMATIONAL TESTS ON THE INSTRUCTIONAL FILMS AS THE EXPERIMENTAL GROUP. HIGH VERBAL COMPREHENSION, GENERAL REASONING, AND SPATIAL ORIENTATION WERE CHARACTERISTICS OF SUPERIOR FILM LEARNERS. PERCEPTUAL SPEED WAS NOT A USEFUL PREDICTOR OF LEARNING. THE LOW RELIABILITY OF SCORES IN THE STUDY LIMITED THE MAGNITUDE OF THE CORRELATIONS THAT COULD BE OBTAINED BETWEEN THOSE GAINS AND THE ABILITIES MEASURED. VERBAL COMPREHENSION WAS NOT ALWAYS THE BEST PREDICTOR OF FILM-LEARNING. THE ABILITY WHICH WAS THE BEST PREDICTOR OF FILM-LEARNING DEPENDED UPON THE SPECIFIC FILM AND UPON HOW LEARNING FROM THE FILM WAS MEASURED. SEVERAL ABILITY MEASURES SHOULD HAVE BEEN USED IN SELECTING TRAINEES.