In Experiment 1, single trial, immediate-free recall of learning disabled and nondisabled children was compared. The primacy effect in learning-disabled children was lower, suggesting that rehearsal or other types of elaborative encoding may be deficient in these children. In Experiment 2, acquisition of randomly presented categorical lists in a multitrial-free recall task was compared in learning disabled and nondisabled children. One-half of each group was required to learn the same number of words (34 per list), whereas list length for the other half exceeded the primacy effect of each child in immediate-free recall to the same degree. When the same number of items was learned, acquisition was slower in learning disabled than nondisabled children. When the number of items varied according to the primacy effect of each child, acquisition of both groups was similar. Clustering was lower in learning disabled than nondisabled children. In Experiment 3, multitrial-free recall acquisition of categorical lists was examined in a subject-paced task. When the number of words learned exceeded the primacy effect of each child to the same degree, trials to criterion were similar in both groups but, when the children learned the same number of items, learning-disabled children required more trials to criterion. Presentation rates were faster in learning-disabled children. Presentation rates were negatively correlated with trials to criterion and positively correlated with clustering and primacy in immediate-free recall, suggesting that study time may be taken up by clustering, rehearsal, and/or other encoding strategies. Deficient elaborative encoding may be responsible for the slower acquisition of learning-disabled children. © 1979.