Theoretical and empirical aspects of the neural bases of the mental lexicon and the mental grammar in first and second language (L1 and L2) are discussed. It is argued that in L1, the learning, representation, and processing of lexicon and grammar depend on two well-studied brain memory systems. According to the declarative/procedural model, lexical memory depends upon declarative memory, which is rooted in temporal lobe structures, and has been implicated in the learning and use of fact and event knowledge. Aspects of grammar are subserved by procedural memory, which is rooted in left frontal/basal-ganglia structures, and has been implicated in the acquisition and expression of motor and cognitive skills and habits. This view is supported by psycholinguistic and neurolinguistic evidence. In contrast, linguistic forms whose grammatical computation depends upon procedural memory in L1 are posited to be largely dependent upon declarative/lexical memory in L2. They may be either memorized or constructed by explicit rules learned in declarative memory. Thus in L2, such linguistic forms should be less dependent on procedural memory, and more dependent on declarative memory, than in L1. Moreover, this shift to declarative memory is expected to increase with increasing age of exposure to L2, and with less experience (practice) with the language, which is predicted to improve the learning of grammatical rules by procedural memory. A retrospective examination of lesion, neuroimaging, and electrophysiological studies investigating the neural bases of L2 is presented. It is argued that the data from these studies support the predictions of the declarative/procedural model.