Two studies examined the influence of coping dispositions (repression, sensitization, and nondefensiveness) and anxiety oil the encodingg and memory representation of ambitious threat-related stimuli. In Study 1, memory was tested shortly after encoding. Study 2 contrasted immediate and delayed testing. Repressers showed evidence of "mixed" affective reactions to ambiguous stimuli at encoding, accompanied by weak memory representation of potentially threatening implications of these Stimuli. In contrast, sensitizers and anxious individuals manifested a processing bias in favor of threatening implications of ambiguous stimuli. Influences of coping on memory were most pronounced for delayed testing. Anxiety influences on memory were weak. An expectancy-based account of individual differences in processing ambiguous stimuli is discussed.