Cross-sectional studies of normal aging indicate an association between memory and hippocampal volume, and between executive functioning and subcortical-frontal circuits. Much less is known, however, about the relationship between longitudinal MRI changes and cognitive decline. The authors hypothesized that longitudinal change in memory would be best predicted by change in hippocampal volumes, whereas change in executive functioning would be best predicted by cortical atrophy and progression of MRI markers of cerebrovascular disease. For this study, 50 healthy elderly subjects underwent structural MRI and cognitive testing at baseline and again at follow-up, with a mean follow-up interval of 45 months. Volumetric MRI measures were hippocampus, cortical gray matter, white matter signal hyperintensity (WMSH), and lacunae. Neuropsychological measures were psychometrically robust composite scores of episodic memory (MEM) and executive functioning (EXEC). Hierarchical multiple regression indicated that a decrease in hippocampus was associated with a decline in MEM, whereas decreased cortical gray matter and increased WMSH were independently associated with a decline in EXEC. Results suggest that in normal aging, cognitive functioning declines as cortical gray matter and hippocampus decrease, and WMSH increases. The association between WMSH and EXEC further highlights the cognitive sequealae associated with cerebrovascular disease in normal elderly.Correspondence concerning this article should be addressed to Joel H. Kramer , 1997). There are also age-related increases in subcortical ischemic vascular disease that can independently contribute to cognitive decline and dementia (RomĂĄn, Erkinjuntti, Wallin, Pantoni, & Chui, 2002). Population-based studies have reported "silent" (i.e., asymptomatic) lacunae in 11%-28% of clinically asymptomatic elderly (Longstreth et al., 1998;Price et al., 1997;Vermeer et al., 2003), whereas the prevalence of white matter signal hyperintensities on MRI has ranged from 30% to 100% across studies of healthy elderly samples (Breteler et al., 1994;Longstreth et al., 1998;Ylikoski et al., 2000). Diffusion tensor MRIs have shown a progressive reduction in fractional anisotropy and an increase in diffusivity with age (Charlton et al., 2006).Despite the co-occurrence of age-related cognitive decline and brain changes, associations between brain volume and cognitive ability in healthy subjects have been difficult to establish. Although several studies have reported that hippocampal atrophy is associated with poorer episodic memory performance in older subjects (De Leon et al., 1997;Golomb et al., 1996), an extensive review and meta-analysis by Van Petten (2004) noted considerable variability across studies. The common correlation between hippocampal volume and memory performance across 33 studies was statistically significant but quite low, leading to the conclusion that the evidence for a positive relationship between hippocampal volume and memory performance was weak. Divergent result...