Staff in residential facilities and family caregivers are challenged by disruptive behaviors, disengagement from the environment, and other problems often displayed by people with dementia. Memory interventions show promise as a behavioral technique to help staff and family caregivers improve the quality of life for people with dementia. Market potential exists for an engaging group activity for persons with dementia that provides appropriate levels of cognitive and physical involvement, accesses long-term memories, focuses attention and concentration, provides a high probability of success for people at different levels of dementia and in different cohorts, and is water-proof and washable. Memory Magic is an activity designed to meet these criteria. Phase I feasibility testing revealed that Memory Magic elicited both higher quality and amount of engagement than standard programming, produced more positive and less negative affect, and was related to a reduction in inappropriate behaviors compared to levels seen in regular activity programming. Specific aims of Phase II research are to continue research and development efforts by improving the design, developing mass manufacturing capabilities, and testing refined versions across multiple sites in the Midwest, South, East and West resulting in a market-ready Memory Magic game for Phase II commercialization. PROPOSED COMMERCIAL APPLICATIONS: Long-term care, assisted living and adult day care facilities have expressed interest in purchasing Memory MagicTM to increase the quality of life and care for residents. An estimated 1.8 million persons with dementia reside in 25,000 nursing homes alone. Another 2.8 million live at home. Facilities such as Menorah Park Center for the Aging, Montefiore Home, Judson Park, and Rockynol Presbyterian Homes have expressed strong interest in Memory MagicTM.