The experiment examined the effects of the reinforcement and material organization on verbal paired-associate learning in retarded and nonretarded subjects. The subjects were 40 EMR and 80 nonretarded children grouped by a three group design where both MA and CA matches were employed. Overall learning scores of the nonretarded subjects of seventh grade level were higher than those obtained with other two groups. All groups performed significantly better on pair-words of high associative strength than on those of low associative strength. There was no significant difference between retarded and nonretarded children experimentally matched on MA. Significant interactions between IQ level and learning material factors were discussed. The reinforcement variable did not affect the performance of all three groups on paired-associated learning.