The purpose of the study was to gain information regarding the interaction between ten mental factors selected from Guilford's Structure of the Intellect Model and learning, transfer, and retention of a mathematical concept studied with and without a physical model. The meaning of place value in different number bases was studied by 202 seventh graders; students took an investigator-prepared achievement test after having completed five learning packets. Results showed that learning, transfer, and retention were not affected by the use or nonuse of a physical model. Scores on tests for selected mental factors may be used to predict success in learning, transfer, and retention, but may not be used to predict greater success when a physical model is used than when one is not used. (Author/DT)