Children with specific reading disability fail to understand some complex spoken sentences as well as good readers. This investigation sought to identify the source of poor readers’ comprehension difficulties. Second-grade good and poor readers were tested on spoken sentences with restrictive relative clauses in two experiments designed to minimize demands on working memory. The methodological innovations resulted in a high level of performance by both reader groups, demonstrating knowledge of relative clause structure. The poor readers’ performance closely paralleled that of the good readers both in pattern of errors and in awareness of the pragmatic aspects of relative clauses. The findings suggest that limitations in processing account for comprehension difficulties displayed by some poor readers in previous investigations.