Poor beginning readers often have difficulty comprehending spoken sentences with complex syntactic structures. This study attempts to identify the reasons for this difficulty. Second-grade good and poor readers were tested for comprehension of spoken sentences containing the temporal terms before and after. Processing load was varied systematically while holding syntax constant in an effort to determine whether processing factors contribute to poor readers’ comprehension problems, or whether poor readers are simply lacking the structural knowledge required to understand sentences containing temporal terms. The poor readers’ high level of performance under conditions of reduced processing demands suggests that their misinterpretations in spoken language understanding may be due, in large part, to limitations in verbal working memory.