Since not everything that is understood is remembered and not everything that is remembered is understood, 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. Concepts activated during comprehension restrict the search set for candidate concepts and also constitute part of an episodic representation that can become part 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. Existing experimental data are reanalyzed in terms of the proposed model and alternative interpretations consistent with the model are shown to be possible. (Author/AA)