The present study investigated the relationship between L2 incidental lexical gain during reading and the variables of clause type and word saliency. Lexical gain was defined as gain of grammatical class and word meaning and was compared for target items in dependent and independent clauses. Word saliency was a measurement of the learners' perception of the importance of the target items in an L2 text (Brown, 1993). One hundred fifty L2 learners of Spanish, divided into two groups according to level of L2 experience (Lee, 1991), read a Spanish language text with 10 target items and completed assessment measures for word saliency and gain of grammatical class and word meaning. A cumulative logistic regression test was used for data analysis. Results demonstrated that word saliency was significantly related to gain of grammatical class and word meaning, with increases in word saliency associated with greater levels of lexical gain, while clause type was significantly related only to gain of grammatical class, with greater gains present for target words in independent clauses. The findings indicate that saliency and clause type are both related to L2 lexical gain, but that they may play separate roles in L2 lexical acquisition and processing.