Starting with the facts that not everything that is understood is remembered, and that not everything that is remembered is understood. this paper urges that models of language processing should be able to make a distinction between comprehension and memory. To this end. a case is made for a spreading activation process as being the essential ingredient of the comprehension process. It is argued that concepts activated during comprehension not only restrict the search set for candidate concepts to be used (...) in a top‐down fashion, they also constitute part of an episodic representation that can come to be p e of long‐term memory. The way in which these representations atrophy is discussed, as is the way in which their idiosyncratic components are eliminated in producing representations in semantic memory. Some observations on the comprehension and memory of text are made and arguments are presented to show how intrusions and omissions in recall can be handled. Some existing experimental data is reanalyzed in terms of the proposed model and alternative interpretations consistent with the model are shown to be possible. (shrink)