This is a study of word decoding in adolescents with Down syndrome and in adolescents with Intellectual Deficits of unknown etiology. It was designed as a replication of studies of word decoding in English speaking and in Hebrew speaking adolescents with Williams syndrome (Levy & Antebi, 2004; Levy, Smith, & Tager-Flusberg, 2003). Participants’ IQ was matched to IQ in the groups with Williams syndrome and was within the range of mental retardation or borderline intelligence. Our aim was to investigate the impact of IQ on word decoding in these populations, rather than estimate their overall reading level. Similar to the results seen in people with Williams syndrome, word decoding was correlated with auditory short term memory and with phonological awareness tasks yet these correlations were mediated by IQ. It is argued that learning to decode is an explicit task that relies primarily on general cognitive resources of the kind that are most vulnerable in people with sub-normal IQ.