This study explored the nature of the relationship between attention available at learning and subsequent implicit and explicit memory performance. One hundred neurologically normal subjects rated their liking of target words on a five-point scale. Half of the subjects completed the word-rating task in a full attention condition and the other half performed the task in a divided attention condition. Following administration of the word-rating task, all subjects completed five memory tests, three implicit (category association, tachistoscopic identification, and perceptual clarification) and two explicit (semantic-cued recall and graphemic-cued recall), each bearing on a different subset of the list of previously presented target words. The results revealed that subjects in the divided attention condition performed significantly more poorly than subjects in the full attention condition on the explicit memory measures. In contrast, there were no significant group differences in performance on the implicit memory measures. These findings suggest that the attention to an episode that is necessary to produce later explicit memory may differ from that necessary to produce unconscious influences. The relationship between implicit memory, neurologic injury and automatic processes is discussed.