This study reports results from an examination of good and poor readers' listening comprehension of the stories on the Gates-MacGinitie Reading Tests, Primary B, Comprehension, and from a comparison of performance on this task with their reading comprehension on the same test. Further, specific linguistic factors which may contribute to difficulty in both listening and reading comprehension were examined. Examination of the reading and listening comprehension of 40 good and 40 poor readers confirmed the hypothesis that good readers not only have better reading skills, but also have better listening comprehension skills than do poor readers. Examination of possible linguistic factors contributing to difficulty in reading indicated that encoding propositions in main versus subordinate clauses made a difference in reading and listening comprehension for both good and poor readers. The effect of manner of encoding was greater for poor readers, indicating that difficulty in decoding subordinate information may contribute to difficulty in reading. It was further found that sentences with relative clauses were more difficult than sentences with adverbial clauses for both groups.