The purpose of this study was to examine the impact that proctored versus un-proctored testing would have on learning for an on-line content module; and examine the relationship between LASSI variables and learning. A randomized, pre-test/post-test control group design was employed. College students in a pharmacy curriculum, were randomized to two groups utilizing asynchronous, on-line content with a medical terminology module. Group A utilized proctored, on-line testing, while Group B utilized un-proctored on-line testing. Both were given a pre-test and post-test on medical terminology at the beginning and end of a sixteen week semester. The Learning and Study Strategies Inventory was administered to all students. On-line module delivery paired with proctored testing was more effective in promoting learning when compared to online module delivery paired with un-proctored testing. The constructs: anxiety, self-testing, attitude/interest and motivation were significant in predicting learning for proctored students. No significant model emerged for un-proctored students.