The factors underlying memory performance in learning are shown to be affected by strategic processing and by automatic processing. Strategic processing is under the conscious control and effort of the learner while automatic processing is dependent on the strength of associations between new concepts and known concepts in a given domain. Increases in the subject's knowledge base are discussed in relation to increases in performance when grade school children and a sample of college students were given standard free recall instructions and a categorization strategy, and were inhibited by the use of a repetition strategy. A second experiment with second and fifth grade children varied memory instructions and manipulated the knowledge factor with high- and medium-frequency generated item lists. Performance increases through increased knowledge are shown to be mediated through automatic rather than strategic processing. The interaction of strategies, knowledge and performance are discussed, and automatic processing by children is compared to strategic processing by adults. The relative contributions of the factors are shown to need further distinction. (Author/CM)