Summary Results obtained by simulating various verbal learning experiments with the Elementary Perceiving and Memorizing Program (EPAM), an information-processing theory of verbal learning, are presented and discussed. Predictions were generated for experiments that manipulated intralist similarity ( Underwood, 1953); interlist similarity ( Bruce, 1933); and familiarity and meaningfulness. The stimulus materials were nonsense syllables learned as paired-associates. A description of the EPAM-III model is given. The predictions made by the model are generally in good agreement with the experimental data. It is shown that the quantitative fit to the Underwood data can be improved considerably by hypothesizing a process of “aural recoding.” The fit of the EPAM predictions to data of Chenzoff (1962) lends support to the hypothesis that the mechanism by means of of which a high degree of meaningfulness of items facilitates learning is the high familiarity of these items. The effects of varying degrees of stimulus and response familiarization on ease of learning were studied, and are shown to be surprisingly complex.