An information-processing approach to language learning is examined; language aptitude is factored into the approach, and the role of working memory is discussed. The process of learning includes two processes that make heavy use of working memory is: automatization and restructuring. At first, learners must make a conscious effort to remember and apply a new concept, but later can apply the same concept without conscious effort. The initial stages of learning involve the slow development of skills and the gradual elimination of errors as the learner attempts to automatize aspects of performance. With regard to restructuring, individual language learning aptitude differences are suspected to be the result largely of the joint function of the availability of knowledge about the target language and the speed and efficiency of working memory, which affects the extent to which the individual succeeds in generalizing and altering (restructuring) the cognitive data required at various language processing stages. It is concluded that in second language learning, working memory relates to the degree to which individuals can restructure and reconfigure linguistic representations flexibly and consistently. (Contains 56 references.) (MSE)