Growth-restricted fetuses and newborns are at increased risk for language deficits, and language impairments have been associated with increased risk for cognitive, social, emotional, and behavioral clinical disorders. Auditory-information processing was examined longitudinally in 167 fetuses in Study 1, 96 of whom were reexamined as newborns in Study 2. In Study 3, language was assessed at 15 months of age for 75 infants from Study 1. Compared with participants who were appropriately grown for gestational age, growth-restricted fetuses showed less sustained response to their mother's voice; growth-restricted newborns showed less recovery to a novel word after habituation and no preference for their mother's voice. At 15 months of age, those infants who had been born growth restricted showed expressivelanguage deficits on Mullen Scales of Early Learning and MacArthur-Bates Communicative Development Inventory subscales. Our results support the hypothesis that fetal growth restriction affects the development of auditory-system functioning and indicate that it may be possible to identify individual fetuses and newborns at risk for language deficits and to intervene early, when the foundation for language is being laid.