ERPs were elicited by two types of orthographically legal, pronounceable nonwords. One nonword set was derived from and resembled real words, whereas the other set did not. Nonwords derived from related root words elicited N400 semantic priming effects similar to those obtained for words, indicating semantic activation of the root words. N400 repetition priming effects from nonderived nonwords were similar to those obtained for words. The elicitation of N400 by only derived nonwords would have suggested it was generated by the activation of word meanings, per se. However, both types of nonwords produced an N400, and an N400 priming effect. Because nonderived nonwords are not associated with meaning, the N400 cannot be generated by semantic activation per se. Rather, the N400 appears to be generated by orthographic/phonological analysis and is attenuated by the top-down feed of semantic information to the orthographic/phonological level.