The proposed research is designed to increase our understanding of language comprehension and production in old age. Older adults have consistently been found to perform more poorly on memory tasks than young adults. This age-related difference in memory has been attributed to decreased ability to understand language. In our previous research, however, we have observed age invariance in language comprehension accompanied by memory deficits in old age. One goal of the proposed research is to further explore age-related changes in certain language comprehension processes that have implicated in memory deficits and to examine the relation between initial comprehension and subsequent retention. A second goal is to study cognitive processes fundamental to language comprehension which are also important for speech production. Given the potential for production data to inform our understanding of cognitive deficits in old age, it is surprising that very little research effort has been devoted to this topic. We investigate the roles of semantic processing and attentional capacity in both language comprehension and in speech production, using both laboratory experiments and more naturalistic methods. Thus, we are concerned with mental processes that are critical components of the everyday activities of producing, understanding, and remembering linguistic information. Seventeen experiments are proposed which explore processes involved in producing and understanding language. The experiments are designed to answer four broad questions. (1) Do young and older adults differ in their ability to use linguistic context to specify meanings of words and sentences during comprehension of language? (2) Are there age-related differences in the relation between semantic encoding and memory? (3) Do young and older adults differ in their ability to retrieve lexical or semantic information? (4) Are there age differences in the nature or frequency of speech errors and repairs?