This article reports individual differences analyses of performance on list and prose memory tasks for 250 men and 258 women aged 55-84. Being retested, higher reasoning and vocabulary scores, and female gender predicted better prose recall and list recognition performance. For list recall, retest status, age, years of schooling, and gender, as well as reasoning and vocabulary, were reliable independent predictors. After 3 years, 106 men and 121 women returned for a retest. Analysis of individual differences in 3-year performance indicated that, once Time 1 performance had been partialed, individual change could be predicted by age or reasoning, but neither variable uniquely accounted for change. Analysis of data of individuals who experienced considerable decline or improvement in 3-year scores indicated that decline was consistently associated with advanced age. Ramifications for theoretical models in memory research are discussed.