This study was conducted to determine the generality of the automatic encoding phenomenon. It was hypothesized that elaborative facilitation of paired associate learning would be induced by mere inspection of conjoined referents without instructions to remember. Subjects were 120 kindergarten and 120 second grade children who were tested individually by a study-test paired associate procedure. The design consisted of a 2x2x2x5 factorial with grade level, pictorial depiction (separated versus conjoined), list (two lists, each with 14 TBR noun referent pairs) and instructions as factors. One memory instruction and four incidental learning conditions were used. The incidental learning conditions differed in terms of the nature of the orienting task subjects were required to perform. Consistent with the automatic encoding hypothesis, the results revealed substantial elaborative facilitation within each of the different incidental learning conditions. (Author/MS)