How Memory Works is the second full-length album by the American band Joan of Arc.

The artwork of the album suggests that it is something of a companion to the debut album, A Portable Model Of...: the booklets for both records contain the phrase "a portable model of... how memory works."

Sessions for How Memory Works were held between October 1997 and February 1998.

Nearly half of the album was recorded and mixed by Casey Rice at Electrical Audio, with assistance from Rob Bochnik and Greg Norman.

[5] The Village Voice wrote: "Tempos and volumes rise and fall unexpectedly, as [Tim] Kinsella's squirrelly guitar and voice register a whole gawky wonderama of awkward silences with surprising nerd authority for someone still shy of 25.