This experiment investigates the conditions determining transfer from serial to paired-associate learning. There were three conditions of transfer defined by the relationship between the successive lists. In Cond. E the paired-associate list consisted of all the pairs of adjacent items from the serial list; in Cond. C different items were used in the two lists, and in Cond. ER the paired associates were composed of nonadjacent members of the serial list. Under each condition of transfer there were an instructed group and an uninstructed group. After the end of serial learning the instructed group was informed about the relationship between the successive lists; the uninstructed group received no such information. All Ss served in three experimental cycles in each of which transfer from serial to paired-associated learning was measured. Significant amounts of positive and of negative transfer were obtained in Cond. E and Cond. ER, respectively. Instructions substantially enhanced positive transfer but failed to influence negative transfer. Positive transfer increased and negative transfer decreased as a function of practice. The results are consistent with the assumption that serial learning involves the development of sequential associations.