The long-term objectives of this research are to characterize age-related changes in the neural correlates of episodic memory, determining which of these changes underlie the decline in episodic memory that accompanies aging, and which may reflect compensatory mechanisms that ameliorate such decline. The findings will provide information relevant to the understanding and remediation of memory decline in healthy aging, and facilitate future investigations of the more severe memory impairments that are associated with age-associated pathology such as Alzheimer's Disease. The proposed research will investigate the functional significance of recently reported age-associated differences in the neural correlates of episodic memory encoding and retrieval, employing samples of healthy young (18-30yrs) and older (65-75yrs) adults. The research will also extend earlier findings by contrasting the neural correlates of encoding and retrieval in healthy older adults according to their age (65-75 years versus 80-95 yrs, that is, 'young-old'versus 'old-old'). fMRI studies of memory encoding will investigate whether the more bilaterally distributed encoding-related activity found in the inferior lateral prefrontal cortex of young-old relative to young adults is associated with relatively preserved episodic memory function. A further encoding study will address the question whether the neural correlates of encoding differ between young-old and old-old individuals. ERPs will be used to follow up recent findings that young-old adults are less able to differentially process retrieval cues in service of different retrieval goals than are younger individuals. These studies will address the questions whether age-associated attenuation of differential cue processing varies according to episodic memory function, and whether amount of attenuation is sensitive to task demands. In a final study, fMRI will be employed to determine whether the neural correlates of successful episodic retrieval in young-old and old-old participants differ as a function of age.