While today's teachers use a variety of teaching methods in middle-school science classes, lectures and note-taking still comprise a major portion of students' class time. To be successful in these classes, middle-school students need effective listening and note-taking skills. Students with learning disabilities (LD) are poor note-takers, which negatively impacts their academic performance. This investigation sought to examine the effects of strategic note-taking on the recall and comprehension of middle-school students with LD. Forty students with LD were randomly assigned to either an experimental or a control group. Using strategic note-taking, students in the experimental group were taught to record notes independently while viewing a videotaped science lecture. Students who were taught strategic note-taking scored significantly higher on measures of immediate free recall, long term free recall, comprehension, and number of lecture points and words recorded in their notes than students in a control group who used conventional note-taking. The limitations of the research and implications of this technique for classroom application are discussed. (Contains 3 tables and 2 figures.)