Abstract-Growing evidence indicates a role for sleep in off-line memory processing, specifically in post-training consolidation. In humans, sleep has been shown to trigger overnight learning on a motor-sequence memory task, while equivalent waking periods produce no such improvement. But while the behavioral characteristics of sleep-dependent motor learning become increasingly well characterized, the underlying neural basis remains unknown. Here we present functional magnetic resonance imaging data demonstrating a change in the representation of a motor memory after a night of sleep. Subjects trained on a motor-skill memory and 12 hours later, after either sleep or wake, were retested during functional magnetic resonance imaging. Following sleep relative to wake, regions of increased activation were expressed in the right primary motor cortex, medial prefrontal lobe, hippocampus and left cerebellum; changes that can support faster motor output and more precise mapping of key-press movements. In contrast, signal decreases were identified in parietal cortices, the left insular cortex, temporal pole and fronto-polar region, reflecting a reduced need for conscious spatial monitoring and a decreased emotional task burden. This evidence of an overnight, systems- A large body of evidence, spanning a wide range of neuroscientific disciplines, now describes evidence of sleepdependent learning in both humans and animals , already complemented by cellular and molecular models of sleep-dependent plasticity (Graves et al., 2001;Tononi and Cirelli, 2001;Benington and Frank, 2003). In particular, sleep has been implicated in the ongoing process of consolidation, following initial memory acquisition.Within the procedural memory domain, sleep in humans has been shown to trigger significant overnight learning enhancements, whereby performance is selectively improved across sleeping intervals, while equivalent waking periods confer no such performance benefit (for reviews see Walker, in press). Demonstrations of overnight, sleep-dependent learning have now been reported across both sensory (Karni et al., 1994;Gais et al., 2000; Stickgold et al., 2000a,b;Fenn et al., 2003;Atienza et al., 2004;Gaab et al., 2004) Regarding motor-sequence learning, Walker et al. (2002, 2003a,b) have shown that a night of sleep can trigger significant improvements in both performance speed and accuracy on a finger-tapping task, while equivalent periods of time awake do not result in any such learning enhancements. Furthermore, these overnight learning gains correlated with the amount of stage two non-rapid eye movement (NREM) sleep, particularly late in the night (Walker et al., 2002). Adding to these findings, it also appears that there is no transfer of sleep-dependent procedural learning to either new motor sequences, or to performance of the same sequence using the opposite hand (Fischer et al., 2002;Korman et al., 2003), suggesting that the influence of sleep is highly specific. But while the behavioral characteristics of sleep-dependent motor...