Recent research in cognitive science has demonstrated that there are different types of memory processes. While declarative memory refers to memories for facts or events which can be recalled, procedural memories underlie skills yet encode information which cannot be recalled. This paper extends this distinction to the nature of emotions and emotional memories. Its implications for psychoanalytic theory are then examined, yielding fresh views of transference, defense, and treatment. Infantile amnesia is found to result partially from the immaturity of the declarative memory system, yet procedural memories encode transference expectations and provide continuity in emotional functioning from early childhood onward. In this light, psychoanalytic treatment is conceptualized as the modification of emotional procedures. Two general methods for modifying procedures are then described, which provide a new model, grounded in current memory research, for understanding therapeutic change through insight and thrugh a new emotional experience with the psychoanalyst.