Relatively little research has been done on the quantitative characteristics of children's word usage. This spoken count was undertaken to investigate those aspects of word usage and frequency which could cast light on lexical processes in grammar and verbal development in children. Three groups of 30 children each (boys and girls) from middle-class background were used. No child had any apparent speech or hearing handicap; all were from relatively urban areas and came from English-speaking homes. Each child was shown a 20-card form of the Thematic Apperception Test and was asked to tell stories for the pictures displayed on the cards. Each story-telling session lasted one hour and was tape-recorded. For each age group there are three word lists: (1) words ordered by frequency of use, (2) words categorized by part-of-speech classes, and (3) words alphabetically ordered. The codification procedure and the rationale for each frequency list are explained in detail.