THIS THEORETICAL PAPER COMBINES FAMILIAR PSYCHOLOGICAL VARIABLES IN A NEW SYSTEM DESIGNED MAINLY FOR PARSIMONY. PRINCIPAL CONSTRUCTS ARE REPRESENTATION, (R) A UNIT OF COGNITIVE ACTIVITY, AND M-VALUE, (M) A MOTIVATIONAL OR HEDONIC DIMENSION, OR THE PLEASANTNESS OF THE ACTIVITY OF AN R. A PROBABILITY-DECISION MODEL RELATES R'S AND THEIR AVERAGE M-VALUES. THE THEORY IMPLIES THAT MANY REPEATED ENCOUNTERS WITH ABOUT THE SAME SITUATION ALLOW R'S TO BE MORE PREDICTABLE, WITH DEVELOPMENT OF SMOOTH BEHAVIOR SEQUENCES. ALSO INFERRABLE ARE THE LAW OF EFFECT, GENERALIZATION, SATIATION, AND CURIOSITY. THIS FLEXIBLE THEORY CAN BE USED IN CLOSE COALITION WITH COMMON SENSE, EMPATHY, AND INTROSPECTION. DIFFERENCES AMONG REALISTIC LEARNING SITUATIONS ARE DISCUSSED IN TERMS OF DEGREE OF ASSOCIATION SOUGHT, SPECIFICITY AND SYMBOLIC CONTROL OF R'S, AND HIERARCHICAL RELATIONS AMONG R'S. TRYING AND MEANINGFULNESS, DEFINED IN R-M TERMS, ARE SUGGESTED AS 2 FACTORS MOST FAVORABLE TO ANY TYPE OF LEARNING. FINALLY, GENERAL IMPLICATIONS FOR EDUCATIONAL STRATEGY, SUCH AS DEGREE OF LEARNER CONTROL OF THE LEARNING SITUATION, ARE NOTED. (LH)