Evidence for age-related memory impairment comes primarily from direct measures of Memory, such as recall and recognition, in which instructions given at the time of the test call for intentional memory for specific, generally recent, events. However, age differences in memory are smaller, or possibly nonexistent, when indirect measures are used; such measures permit the effects of prior experience to be demonstrated in performance, but the task instructions do not refer to memory for particular past events. The research proposed here (1) investigates mechanisms underlying the observed pattern of impairment and stability in performance on memory tasks in old age, (2) expands the range of indirect measures studied in older adults to include subjective judgments, and (3) uses an indirect measure of memory as a tool for investigating possible age differences in ability to draw inferences from sentences and discourses and to remember these inferences. Experiments 1-4 examine the role of attention in producing the pattern of impaired performance on direct measures of memory and spared performance on indirect measures. The effects of a concurrent memory load on both direct and indirect measures of memory for (a) single words and (b) new associations between pairs of unrelated words are assessed. Experiments 5-6 explore the role of memory for nonlinguistic contextual information in producing comparable performance across age on indirect memory measures; young and older adults are compared on indirect measures of memory when the presentation format remains the same for both study and test and when the presentation format changes. In our previous research comparing young and older adults on indirect measures of memory, the tasks have required subjects to produce the previously studied materials and are subject to the criticism that younger adults, who are better able to deliberately recollect the material, may, on occasion, intentionally respond with studied items. This would be consistent with the small but persistent advantage for the young that we have observed on indirect measures of memory. The goal of Experiments 7-8 is to compare young and older adults on subjective judgment tasks which do not require production of the previously studied material and distract attention from the content of the test materials. Judgments of temporal duration and loudness will be studied. In Experiments 9-12 word-identification, an indirect measure of memory, is used as a tool to investigate the ability of young and older adults to draw inferences from sentences and longer discourses. Two kinds of inference are studied: (a) instantiation of general terms and (b) inferences required for establishing coherence between successive parts of a discourse. Both immediate memory and delayed memory for inferences are examined.