This study investigates whether learning can manifest itself in EEG changes without explicit awareness of the acquired knowledge and without any motor requirement (to rule out acquisition of motor skills). Subjects passively heard particular stimulus combinations interspersed with random combinations. Immediately after this, stimulus combinations were presented which contained violations of the previously learned regular sequences. These violations elicited two frontally distributed negative waves peaked at about 250 ms and 500 ms, respectively. None of the participants could detect any regularity of the stimulation. No significant difference between regular vs random stimulus combinations was found during acquisition. These findings indicate that learning without explicit knowledge does not require motor activity (i.e. is independent of learning response sequences) and does not depend on stimulus probabilities.