Much recent research on mechanisms of learning and memory focuses on the role of heterosynaptic neuromodulatory signaling. Such neuromodulation appears to stabilize Hebbian synaptic changes underlying associative learning, thereby extending memory. Previous comparisons of three related sea-hares (Mollusca, Opisthobranchia) uncovered interspecific variation in neuromodulatory signaling: strong in "Aplysia californica," immeasureable in "Dolabrifera dolabrifera," and intermediate in "Phyllaplysia taylori." The present study addressed whether this interspecific variation in neuromodulation is correlated with memory of associative (classical conditioning) learning. The authors differentially conditioned the tail-mantle withdrawal reflex of each of the three species: Mild touch to one side of the tail was paired with a noxious electrical stimulus to the neck. Mild touch to the other side served as an internal control. Post-training reflex amplitudes were tested 15-30 min after training and compared with pre-test amplitudes. All three species showed conditioning: training increased the paired reflex more than the unpaired reflex. However, the temporal pattern of conditioning varied between species. "Aplysia" showed modest conditioning that grew across the post-test period. "Dolabrifera" showed distinctly short-lived conditioning, present only on the first post-test. The time course of memory in "Phyllaplysia" was intermediate, although not statistically distinguishable from the other two species. Taken together, these experiments suggest that evolutionary changes in nonassociative heterosynaptic modulation may contribute to evolutionary changes in the stability of the memory of classical conditioning.