This study investigated growth in reading, vocabulary, and memory in children (ages 5 to 10) learning English as a second language identified at risk for reading disabilities (RD). A growth curve analysis showed that RD children were significantly below children not at risk in English and Spanish reading, Spanish short-term memory (STM), Spanish comprehension, and English and Spanish working memory (WM). RD children were also inferior on growth measures of English and Spanish WM and Spanish STM. Growth on measures of Spanish vocabulary, reading, STM, and WM accounted for 12% of the variance in predicting growth in English reading. However, only Spanish measures of WM growth contributed unique variance. The results show that growth in WM in the primary language predicts growth in second-language reading.