In 2 experiments, eye-tracking was used to examine individual differences in attention during encoding and their relation to associative learning. Pupillary responses were used as an indicator of the amount of attention devoted to items, whereas eye fixations provided a means of assessing attentional focus among items within each to-be-remembered word pair. In both experiments, participants performed a paired associates (PA) cued recall task while pupil diameter and eye fixations were simultaneously recorded. Results from Experiment 1 revealed that larger pupillary responses at encoding, as well as more alternating fixations between the Cue and Target items for each word pair (i.e., switches), was associated with increased learning ability. Critically, while Experiment 2 revealed that effective strategy use partially accounted for the relationship between pupillary responses and PA recall accuracy, pupillary responses still explained unique variance in PA recall accuracy--a result that held even when controlling for the influence of working memory capacity and long-term memory ability. Collectively, the results suggest attentional abilities at encoding are vital for successful learning.