The present study examined the verbal learning performance and the semantic organization used by Greek reading-disabled readers as compared to a control group using a list-learning task. The sample consisted of 45 elementary school children with reading difficulties and 45 comparison children matched for age and gender. Tests of reading ability, verbal memory and learning and IQ were administered to the participants. Results indicated that the reading difficulties group had lower levels of verbal acquisition, but did not differ in learning rate. There was no significant effect of group on the clustering index, but the poor readers increased their clustering index a trial after the control group. No significant differences were found concerning serial position, suggesting that both groups recalled similar numbers of words from the different regions of the list. The results indicate that the verbal learning difficulties of children with reading deficits do not stem from deficient organizational strategies but rather from phonological working memory limitations, which can affect the acquisition of verbal information. The findings are discussed with respect to previous research that examines the verbal learning impairment of reading-disabled children and implications are drawn for the provision of effective assessment and learning support and instruction of children with reading difficulties. (Contains 2 tables, 3 figures and 3 endnotes.)