Aerial respiratory behavior in Lymnaea was operantly conditioned so that the animals perform aerial respiration significantly less often. Using the standard training procedure (pond water made hypoxic by bubbling N 2 through it) both food-deprived and fed animals learned and exhibited long-term memory (LTM). However, food-deprived animals exhibited neither learning nor memory when trained under a condition in which the hypoxic pond water also contained a food odorant (carrot, the food-odorant procedure). Fed animals, however, learned and exhibited LTM with the food-odorant procedure. Thus, the presence of the food odorant per se did not prevent learning or the establishment of LTM. Further experimentation, however, revealed that the ability of the snails to have recall (i.e., memory) for the learned behavior was dependent on the context in which memory was tested. That is, if animals were trained with the food-odorant procedure they could only exhibit recall if tested in the food-odorant context and vice versa with the standard training procedure. Thus, although fed animals could learn and show LTM with either training and testing procedure, LTM could only be seen when they were tested in the context in which they were trained.