THE RELATIONSHIP BETWEEN READING ABILITY AND SYNTACTICAL MEDIATION IN PAIRED-ASSOCIATE (PA) LEARNING WAS EXAMINED. SUBJECTS WERE 64 FOURTH AND SECOND GRADERS IN WISCONSIN WHO WERE GROUPED ACCORDING TO GRADE LEVEL, TWO READING LEVELS, TWO TYPES OF INSTRUCTION, AND SEX. THE INSTRUCTIONAL TYPES WERE MEDIATION AND NONMEDIATION. THE STIMULI WERE 16 PICTURES PAIRED TO MINIMIZE ASSOCIATION VALUE. THE NUMBER OF TRIALS TO CRITERION AND ANALYSIS OF VARIANCE WERE USED TO ANALYZE THE DATA. BOYS AND GIRLS DID NOT DIFFER ON THE PA TASK, NOR DID THE GOOD AND POOR READERS. MEDIATION INSTRUCTION FACILITATED PA LEARNING. FOURTH GRADERS PERFORMED BETTER THAN SECOND GRADERS. THERE WAS AN INTERACTION AMONG READING ABILITY, INSTRUCTION, AND GRADE LEVEL. INTELLIGENCE AND READING ACHIEVEMENT WERE MORE CLOSELY RELATED IN FOURTH GRADE THAN IN SECOND GRADE. REFERENCES ARE INCLUDED. THIS PAPER WAS PRESENTED AT THE AMERICAN EDUCATIONAL RESEARCH ASSOCIATION CONFERENCE (CHICAGO, FEBRUARY 6-10, 1968). (BK)