Grounded in the learning literature, this study examines: 1) the effect of downstream internationalization and upstream internationalization on the acquisition of market knowledge and technological knowledge in small and medium sized enterprises (SMEs), and 2) the moderating role of SME prior knowledge on these relationships. Using longitudinal data on SMEs, the results show that international downstream operations directly and positively impact the acquisition of market and technological knowledge. Prior knowledge does not moderate these relationships. The study shows that SMEs acquire new knowledge also from upstream international activities; and that this process is facilitated by the firm’s prior knowledge.