We consider an agent's uncertainty about its environment and the problem of generalizing this uncertainty across observations. Specifically, we focus on the problem of exploration in non-tabular reinforcement learning. Drawing inspiration from the intrinsic motivation literature, we use sequential density models to measure uncertainty, and propose a novel algorithm for deriving a pseudo-count from an arbitrary sequential density model. This technique enables us to generalize count-based exploration algorithms to the non-tabular case. We apply our ideas to Atari 2600 games, providing sensible pseudo-counts from raw pixels. We transform these pseudo-counts into intrinsic rewards and obtain significantly improved exploration in a number of hard games, including the infamously difficult Montezuma's Revenge.