Event-related fMRI was used to dissociate the neural systems involved in category learning with and without awareness. Ten subjects performed a speeded response category learning task. Functional MR images were acquired during both explicit and implicit learning conditions. Behavioral data showed evidence of learning in both conditions. Functional imaging data showed different activation patterns in implicit and explicit trials. Decreased activation in extrastriate region V3 was found with implicit learning, and increased activation in V3, the medial temporal lobe, and frontal regions were found with explicit learning. These results support the theory that implicit and explicit learning utilize dissociable neural systems. Moreover, in both the implicit and explicit conditions a similar pattern of decreased activation was found in parietal regions. This commonality suggests that these dissociable systems also operate in parallel.