By exploiting measures of information processing complementary to those obtained from behavioral studies, electrophysiological studies of human memory may provide insights into the cognitive processes associated with encoding. In the present experiment, subjects viewed words under incidental learning conditions in which each word required a two-choice decision based on semantic criteria (interesting/uninteresting or edible/inedible). Memory for those words was subsequently assessed by a free recall test and then a recognition test. Event-related brain potentials elicited in response to the original presentation of each word were found to differ as a function of later memory performance. Over the 400-800 ms latency range, responses to remembered words were positive relative to responses to forgotten words, especially for recall. These electrophysiological differences are interpreted as reflections of processes that correlated with encoding.