The behavioral consequences of off-task thought (mind-wandering) on primary-task performance are now well documented across an increasing range of tasks. In the present study, we investigated the consequences of mind-wandering on the encoding of information into memory in the context of a levels-of-processing framework (Craik & Lockhart, 1972). Mind-wandering was assessed via subjective self-reports in response to thought probes that were presented under both semantic (size judgment) and perceptual (case judgment) encoding instructions. Mind-wandering rates during semantic encoding negatively predicted subsequent recognition memory performance, whereas no such relation was observed during perceptual encoding. We discuss the asymmetric effects of mind-wandering on levels of processing in the context of attentional-resource accounts of mind-wandering.