The issue of whether the cerebellum contributes to motor skill learning is controversial, principally because of the difficulty of separating the effects of motor learning from changes in performance. We performed a functional magnetic resonance imaging investigation during an implicit, motor sequence-learning task that was designed to separate these two processes. During the sequence-encoding phase, human participants performed a concurrent distractor task that served to suppress the performance changes associated with learning. Upon removal of the distractor, participants showed evidence of having learned. No cerebellar activation was associated with the learning phase, despite extensive involvement of other cortical and subcortical regions. There was, however, significant cerebellar activation during the expression of learning; thus, the cerebellum does not contribute to learning of the motor skill itself but is engaged primarily in the modification of performance.