Fear is a common emotion evoked by health promotion messages. People are motivated to reduce their fear. One way to do this is to read the message and follow the message's recommendations. In general, research has confirmed that messages that evoke a high level of fear and a high level of perceived efficacy are effective in influencing behavior. For continual behavior change it is important to produce a message that is memorable. Fearful messages have been considered to be more memorable than non fearful message. The rationale for this is because the appraisal of the information in these messages would be thought to have important consequences. In the Limited Capacity Information—Processing Model of mediated message processing memory is conceptualized as having varying degrees. Specifically, memory is dependent upon how much of the information was encoded, how much was stored, and how retrievable this information is from storage. However, there is little research on the effects of fear on different components of memory. This study therefore investigated the effects of fear on two components of memory; memory encoding and memory retrieval. Participants were university employees (n=156). Participants read either a fearful or non fearful message promoting physical activity. The two messages were equivalent in word count per paragraph, number of arguments presented, format, and spacing. The majority (75%) of the wording in each message was identical. The remaining 25 percent of the information differed in that one message was designed to be fearful and the other non fearful. Pre-tests confirmed a significant greater amount of fear evoked from the fearful message than the non fearful message. Participants read the brochure and then completed a series of distracting tasks. Participants then completed a free call task (to assess memory retrieval) and then a recognition task (to assess memory encoding). A 2 (message) x 2 (encoding variable) MANCOVA was performed on the message encoding and retrieval variables. Results indicated that fear did not affect memory retrieval. This was hypothesized to be a result of the familiarity of the subject material. However, fear negatively affected memory encoding. Specifically, participants made more mistakes when recognizing which items were in the brochure and which items were absent. Moreover, mistakes were made regardless of the type of language used (fearful or non fearful). Subsequently, it was concluded that fear negatively impacts message encoding. These results suggest that fear should not be used in health promotion messages. Keyword(s): exercise/fitness/physical activity, health promotion, marketing/public relations