The purpose of this study was to explore the performance of fifth graders with different sex and different learning potentials on learning adaptability, attention, and memory, which were tested by the Learning Adaptability Rating Scale, the Multi-dimensional Attention Test, and the Memory Test. Thirty-six boys and 34 girls from Taichung Chien-Sin Elementary School were selected as subjects. They were assigned to one of types of high, intermediate, and low learning potentials by the Elementary School Series Scholastic Aptitude Test. Data were analyzed by using two way analysis of variance. Results were as follows. 1. High learning potential students scored significantly higher on learning habit, learning attitude, and total adaptability than intermediate and low potential students. No differences were found between boys and girls. 2. High learning potential students scored significantly higher on separate attention, durable attention, and total attention than intermediate and low potential students. No differences were found between the boys and girls. 3. There was no interaction effect of sex and types of learning potentials on total memory, but girls scored higher than boys on figure memory. Also, high learning potential students scored significantly higher on word memory and picture memory than intermediate and low potential students. 4. Different memory manners of elementary school students were found on various learning materials. The contents of these manners can be provided to teachers to teach memory strategies. According to the findings of this study, educational implications and suggestions for future studies were discussed.