This study aims to investigate the effect of attention and levels of processing on memory function and recalling words in two situations when students are interested in the subject and when they are not. This is an experimental study of 160 students conducted individually using a computer software. Results reveal focused attention, interest in the subject and deep processing caused the explicit memory to be at its highest level of functionality. On the contrary, shallow processing, divided attention and lack of interest in the subject plunged memory function into its lowest levels. Variables have different effects on attention, explicit and implicit memory. That is, interesting tasks with focused attention and deep processing have the highest effect on explicit memory in order. Also, interesting tasks, focused attention, respectively affect implicit memory. But, level of processing does not affect implicit memory significantly.