Twelve learning disabled third graders, 15 normally achieving third graders and 11 normally achieving first graders were given a number of different language tasks to measure language performance at the syntactic, semantic, orthographic, and discourse levels. Results indicate significant overall differences between the learning disabled children and their normally achieving peers, but differences between the learning disabled children and the reading level matched first graders were not significant. The data also were submitted to a set of model based regressions, testing several models used to discuss the language differences of learning disabled children (Rule Abstraction, Language in General, Speed of Processing). Implications for both classroom practice and further research in this area are discussed.