Multilayer connectionist models of memory based on the encoder model using the backpropagation learning rule are evaluated. The models are applied to standard recognition memory procedures in which items are studied sequentially and then tested for retention. Sequential learning in these models leads to 2 major problems. First, well-learned information is forgotten rapidly as new information is learned. Second, discrimination between studied items and new items either decreases or is nonmonotonic as a function of learning. To address these problems, manipulations of the network within the multilayer model and several variants of the multilayer model were examined, including a model with prelearned memory and a context model, but none solved the problems. The problems discussed provide limitations on connectionist models applied to human memory and in tasks where information to be learned is not all available during learning.