A central problem in biological theories of intelligence concerns the manner in which external events interact with internal organismic requirements to trigger learning processes capable of focussing attention on and generating appropriate actions towards motivationally desired goals. The results reported herein further develop a neural theory of learning and memory (Grossberg, 1982, 1987) in which sensory-cognitive and cognitive-reinforcement circuits help to learn goaloriented behaviors that engage those environmental events that predict behavioral success, and regulate selective forgetting of reinforcement contingencies that no longer predict behavioral success. The present chapter considers these phenomena within the context of the Pavlovian conditioning paradigm.