The relation between incidental word learning and two cognitive-linguistic variables--phonological memory and phonological awareness--is not fully understood. Thirty-five typically developing, 5-year-old, preschool children participated in a study examining the association between phonological memory, phonological awareness, and incidental word learning. Children were exposed to target words in a read-aloud story that accompanied a wordless picture book. Target word comprehension was assessed before and after two readings of the story. Phonological awareness predicted incidental word learning but phonological memory did not. The influence of phonological awareness and phonological memory on word learning may be dependent on the demands of the word learning task.