Schmidt (1990) claimed that consciousness, in the sense of awareness o
f the form of input at the level of ''noticing'', is necessary to subs
equent second language acquisition (SLA). This claim runs counter to K
rashen's (1981) dual-system hypothesis that SLA largely results from a
n unconscious ''acquisition'' system, the contribution of the consciou
s ''learning'' system to SLA being limited and peripheral. Important t
o a theory of SLA that allows a central role to the act of noticing is
a specification of the nature of the attentional mechanisms involved,
and of their relationship to current models of the organization of me
mory. With this in mind the present paper reviews current research int
o the nature of attention and memory and proposes a model of the relat
ionship between them during SLA that, it is argued, is complementary t
o Schmidt's noticing hypothesis and oppositional to the dual-system hy
pothesis of Krashen. In light of this model, I argue that differential
performance on implicit and explicit learning and memory experiments
is caused by differences in the consciously regulated processing deman
ds of training tasks and not by the activation of consciously and unco
nsciously accessed systems. I also argue that the attentional demands
of pedagogical tasks and individual differences in memory and attentio
nal capacity both affect the extent of noticing, thereby directly infl
uencing SLA.