This work deals with the role of memory in serial pattern learning and in brightness differential conditioning. While both lines of research to some extent ask similar questions, that on serial patterning learning is most concerned with the role of memory as an anticipatory mechanism. In the brightness discrimination learning case our concern is with how memory regulates discrimination learning. In the serial anticipation case the rat might obtain 16 food pellets on trial 1, 2 on trial 2, and none on trial 3 and would learn to anticipate each reward perfectly by running fastest to 16 pellets and slowest to 0 pellets. How is this accomplished? To a considerable extent, it is felt, through memory on one trial regulating responding on the next. In the discrimination case we are concerned with brightness discrimination when memory cues are relevant and irrelevant and vice-versa. A general finding is that the rat learns whichever problem is easier, that based on brightness or internal cues and ignores the harder cues. By ignore is meant simply that the harder cues gain little ability to control behavior.