Learning and memory are interdependent processes. Memories are learned, and cumulative learning requires memory. It is generally accepted that learning contributes to psychopathology and consequently to pertinent memory formation. Neuroscience and psychological research have established that memory is an active reconstructive process that is influenced by thoughts, feelings, and behaviors including post-event information. Recent research on the treatment of anxiety disorders using medications (i.e., d-cyclcloserine) to alter neurological systems associated with memory used in conjunction with behavior therapy suggests that memory is part of a central mechanism in the etiology and maintenance of these conditions. The main thesis of this article is that learning-based interventions create new memories that may modify existing ones. This raises the possibility of using such memory modifications to measure intervention outcome. A connectionist context for understanding this phenomenon and informing intervention is provided, with specific reference to post-traumatic stress disorder, obsessive-compulsive disorder, and generalized anxiety disorder. Recommendations for future research examining the role of memory change in treatment outcome are suggested.