To a cognitive psychologist discourse comprehension poses a number of interesting problems both in terms of mental representation and mental operations. In this paper we suggest that certain of these problems can be brought into clear focus by employing a procedural approach to discourse description. In line with this approach a general framework for the mental representation of discourse is discussed in which distinctions between different types of memory partitions are proposed. It is argued that one needs to distinguish both between focussed representations available in immediate working memory and nonfocussed representations available in long-term memory and also between representations arising from the asserted information in the discourse and those arising from what is presupposed by it. In the second half of the paper a particular problem of anaphoric reference is discussed within the context of this framework. A general memory search procedure is outlined which contains three parameters for determining the search operation. We then attempt to describe certain anaphoric expressions such as personal pronouns and full definite noun phrases in terms of the execution of this search procedure, where distinctions arise from the parameter specification derived from the expressions.The cognitive psychology of discourse is concerned with the nature of the mental processes entailed in understanding what is written or spoken, and the problem of how these processes might be realised in the mind of the understander given the psychological constraints of limited attention and memory which we know to obtain. One very attractive line of attack is to view the many and various aspects of a discourse as having an instructional component, in the sense that the reader or listener is being instructed to assemble representations of the elements of discourse in a particular way. An example of this is to be found in a treatment of topic marking within the topic/comment distinction (Halliday, 1976): topic identification may be hought of as an instruction to implement a procedure in which the topic content is construed as an address in memory to which new (comment) information is to be affixed (e.g. Broadbent, 1973; Haviland & Clark, 1974).While any attempt at producing a process-model for comprehensioninevitably makes use of such a procedural view, it is also sensible to consider a text as having a content, which is more directly interpret-able as a set of statements. In the present paper, we shall first consider the question of text content. This immediately raises the problem of how to treat anaphoric reference, which is one of the key contributors to text cohesion. Finally, we shall attempt to illustrate how the instructional or procedural aspect of discourse interacts with the content aspect by reference to a specific problem of anaphoric reference.