This study examined the acquisition of verb particles and prepositions in language-impaired, language-matched, and age-matched preschool children. A videotape experimental task, in which subjects viewed and described brief action sequences, was implemented. The videotape task included particle, preposition, full noun phrase, and pronoun noun phrase items for six different particle/preposition words. Primary results indicated that the use of verb particles constituted a particularly challenging linguistic task for the language-impaired subjects relative to both their age- and language-matched peers. These results suggest multiple sources of difficulty for language-impaired children in the acquisition of grammatical form classes. Lexical and grammatical difficulties, as well as possible processing limitations, are implicated.