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Biologists have a somewhat down-to-earth understanding of the learning process and speak of it in terms of biological processes. As Henry Plotkin said "When we come to know something, we have performed an act that is as biological as when we digest something." I have prepared then, a somewhat long background paper on what might be called the biological basis of learning. In it I propose several questions that might be considered, but as always, you are limited only by your imagination.