The processing nature of N400, an event-related brain potential (ERP) component associated with semantic processing, was investigated in a paradigm combining a semantic priming lexical decision task and color-cued selective attention. Semantic priming effects on ERPs and reaction time (RT) were examined when targets and preceding semantically related primes were either both attended or both unattended, and when only either the prime or target was the focus of attention. Priming effects were determined by comparing semantically primed target ERPs (and RTs when appropriate) to their prime (in those conditions where the prime and target had the same attentional status) and/or to an unprimed control target matched to the attentional status of the primed target. Control stimuli were examined for ERP effects of color-cued selective attention unconfounded by priming factors. Experiment 1 required overt responses to words and nonwords in a binary choice task, while Experiment 2 required response only to nonwords. RTs in Experiment 1 indicated facilitatory priming effects to all semantically primed attended targets. In Experiments 1 and 2 ERPs to primes and controls were consistently more negative than the primed target trace in the N400 latency range in conditions with attended primes, suggesting priming effects on N400 are contingent on attentional processing of the prime. Removal of the attention manipulation (Experiment 3) resulted in an N400 component with a well-defined peak not evident in the first two experiments, indicating modulation of N400 by overlapping effects of attention.