Sequential dependencies were examined as a function of learning, masking, and subject factors in a two-stage differential eyelid conditioning experiment. In Stage 1, all subjects were differentially conditioned to two Vanderplas and Garvin (1959) forms. In Stage 2, the conditional stimuli (CSs) were one of eight words, four reinforced (CS+) and four unreinforced (CS-), with taxonomic category (animals vs. musical instruments) as the discriminandum, and different subjects were given semantic, physical, or no additional CS processing tasks. The results showed sizeable and highly significant sequential dependencies in the form of greater conditional response probabilities when CS+ as opposed to CS- trials were recently experienced. These effects decreased over trials, were greater in the groups given additional processing loads, and were in some cases greater in C-form responders than in V-form responders and greater in subjects who were unable to verbalize the differential contingencies. It was concluded that the magnitude of sequential dependencies was inversely related to the subject's awareness of the differential contingencies and/or ability to use the contingency information to respond appropriately to the CS cues.