Tests were made of the effects of conceptual associations among words, a type of associative relationship not previously manipulated, on verbal-discrimination learning. The associations had no appreciable affect on performance, and it is concluded that implicit associative responses, even if they occur, are a minor source of frequency accrual compared with the input from the perception and rehearsal of the correct word in a pair. The frequency theory of verbal-discrimination learning, as originally formulated (Ekstrand, Wallace, and Underwood, 1966), identified two different sources of frequency. One was the direct frequency resulting from the perception of an item, from its pronunciation, and from its rehearsal. The other was indirect, resulting from preexperimental associative relationships among the words. If two words in a list were associatively related (e.g., 'table'-'chair'), it was assumed that when 'table' was presented, 'chair' occurred implicitly, and that this implicit occurrence must be considered to have been an increment in frequency for 'chair.' From this assumption follow certain predictions about difficulties in learning. For example, if 'table' were a correct word in a pair, and 'chair' were an incorrect word in a different pair, learning should be more difficult than in the case of a list where no such associative relationships existed, for the implicit frequencies accruing to 'chair' should make the discrimination between 'chair' and the correct word in its pair more difficult than if 'chair' had not received implicit frequencies. Although the experiment that accompanied the original publication of the theory gave some support to the role of implicit associates in estab