Comprehending and remembering information presented in ordinary written discourse is an important, perhaps critical, activity of adults in a literate society. There is an increasing body of evidence showing that older adults do not accomplish this everyday memory task as effectively as younger adults. The nature and extent of age-related differences in memory for discourse is not at present clearly understood. The proposed research will accomplish four specific objectives: (1) specify and test a model relating age, processing resources, and memory for prose, (2) measure neurophysiological indicators of cognitive processes related to prose memory and assess their relationship to age- related decline in prose memory, (3) test alternative hypotheses about age differences in within- and across-sentence processes, and (4) complete a short-term longitudinal assessment of change in indicators of behavioral and neurophysiological processes related to prose memory. The long term objectives of the project are to understand both the behavioral and neurophysiological correlates of processes that underlay memory for prose in adults. The outcome of the research should help to establish a set of behavioral and neurophysiological predictors of complex cognitive functioning in later life that may be accessible to early testing procedures and possible remediation techniques. As the population of our society ages, it will become increasingly important to understand characteristics that are indicative of optimum cognitive behavior in older adults.