Two experiments examined the learning of form-meaning connections under conditions where the relevant forms were noticed but the critical aspects of meaning were not. Miniature noun class systems were employed, and the participants were told that the choice of determiner in noun phrases depended on whether the object was "near" or "far" from the subject of the sentence. What they were not told was that the choice of determiner also depended on the animacy of the noun. Most participants remained unaware of this correlation during the training and test tasks; yet when faced with a choice between two determiners for a noun, they chose the one that was appropriate to the noun's animacy at significantly above-chance levels, even though that combination had never been encountered during training. This ability to generalize provided evidence of learning form-meaning connections without awareness. In both experiments, there was a correlation between generalization test performance and knowledge of languages that encode grammatical gender. This points to the importance of prior knowledge in implicit learning.