This study examined the factors that constrain the working memory span performance and reading ability of individuals with generalized learning difficulties. In the study, 50 individuals with learning difficulties (LD) and 50 typically developing children (TD) matched for reading age completed two working memory span tasks. Participants also completed independent measures of the processing and storage operations involved in each working memory span task and Raven's Coloured Progressive Matrices. The results showed that despite an equivalent level of working memory span, the relative importance of the constraints on working memory differed between the groups. In addition, working memory span was not closely related to word recognition or sentence comprehension performance in the LD group. These results suggest that the working memory span performance of LD and TD individuals may reflect different working memory limitations and that individuals with generalized learning difficulties may approach cognitive tasks in a qualitatively different way from that of typically developing individuals.