Depressed patients perform poorly on memory tests. This may reflect a failure to employ encoding strategies that facilitate recall or a generalized inability to allocate cognitive effort to more difficult tasks. Inpatients with major depression or personality disorders and age- and IQ-matched normal controls were administered an automatic frequency of occurrence test and verbal paired associated recall and recognition memory tests. There was no difference in frequency judgments among the subject groups. Both depressed and personality disordered groups recalled and recognized fewer words than normal subjects, with the depressed subjects tending to recall and recognize the fewest words. There was a strong effect of task difficulty on memory performance but this effect was consistent across subject groups. These findings suggest that the poorer performance of depressed patients on memory tests reflect basic memory impairments rather than a general inability to allocate cognitive effort to more demanding tasks. However, these impairments may not be specific to depression but may reflect general effects of psychopathology on memory.