This paper examines the parallels between suggestopedia and Soviet sleep-learning for learning foreign languages. Both systems are based on the idea that the acquisition of information can occur in states below the optimal level of consciousness. Hypnopedia makes use of the period of paradoxical or light sleep that usually occurs just as one is falling into a deep sleep and just before one awakens. The original suggestopedic language class comprised a special two-part relaxation session for memorization of the lesson material at an unconscious level. As initiated in the Soviet Union, sleep-learning was intended to be used in conjunction with regular daytime classes in foreign languages and other academic subjects. Both suggestopedia and Soviet hypnopodia present lesson material in the form of paired associates and utilize repetition, rhythm, and intonation as aids to memorization. Also, both make use of a two-part session for memorization of previously studied materials--active concentration on the text in a state of relaxed alertness and passive absorption of the text in a state of light sleep or in a state bordering on sleep. Finally, both claim that their respective systems have very positive effects on the memory and the well-being of the student. (Author/JK)