The facilitation observed when paired-associates (PA) are presented or generated in a meaningful string is a phenomenon that is well-documented, and raises a number of developmental issues. The principal objective of the current research was to examine the relationship between performance on an auditory PA task and the linguistic components of strings provided and generated by children from low-status-black and high-status-white groups. In addition, it was an attempt to bring sociolinguistic research closer to children's learning. Two hundred and sixteen sixth graders, comprising 108 low-status-black and 108 high-status-white subjects were aurally presented 36 pairs of concrete nouns. Linguistic strings generated in a free condition by low-status children facilitate recall for subjects like them, whereas high-status children's performance was facilitated by strings generated within both populations. Children from low-status-black and high-status-white populations learn noun-pairs more efficiently when nouns were embedded in subject generated and experimenter-provided verbal contexts than in a no-context control. A multiple regression analysis was carried out to assess the relationship between linguistic characteristics of the strings and noun-pair recall. (Author/JM)