F. C. Bartlett's concept of "attitude" is used in this paper as a point of departure for the creation of a model of the complementary functioning of discursive and experiential memorial representation. The paper first discusses several of the memorial functions of experiential representation, in particular the integrative function related to the pervasive aspect of attitudes and the function of attitudes as "landmarks" for indexing and checking memories. The paper next examines one area that concerns itself with attitude-like processes--state-dependent memory. After exploring some of the effects on memory of a text produced by varying the experiential state of the reader, the paper argues that attitude-based processes are relatively more important in cases where prior knowledge does not provide a strong basis for connecting information. A brief outline of an inferential reconstruction model that incorporates knowledge of the world and pervasive experiential coloration in mutually facilitating interactive functioning is presented. (FL)