The Cognitive Behavioral Model of Everyday Memory (CBMEM), an eight-session cognitive enhancement program, entitled "MEMORIES, MEMORIES, Can We Improve Ours?" was tested with older adults living in an assisted living facility in the Middle West. The aims of this quasiexperimental study were: to improve everyday memory, memory self-efficacy, and metamemory. A total of 19 older adults (14 female, 5 male) with an average age of 83 years and an average MMSE score of 26 participated. At pretest there were 16 individuals in the experimental and 3 individuals in the comparison group. There were no differences between experimental and comparison groups on the study variables. The experimental group was post tested at one week after completing the intervention. At posttest memory self-efficacy scores significantly increased in the experimental group (M 1 = 52.13, M 2 = 68.50). Total memory performance scores were not significantly different at posttest; however the prospective memory items of asking for an appointment (M 1 =.56, M 2 =1.25), asking for a belonging M 1 =.62, M 2 =.88), and delivering a message (M 1 =1.00, M 2 =1.19) significantly improved.There is growing demand from residents of assisted living and their family members to allow these residents to "age in place," rather than moving them from assisted living to nursing home settings. Yet, the average assisted living resident, 84 years of age and requiring help with ADLs and IADLs, today looks like the average nursing home resident of ten years ago (Furner, Rudberg, & Cassel, 1995; Morton, 1995). About 15 percent exhibit daily incontinence, and 63 percent need medication reminders. Elders in long-term care facilities are at-risk for decreasing cognitive ability and are particularly vulnerable to the devastating effects of depression (Hayslip, Kennelly, & Maloy, 1990). McDougall and Balyer (1998) described this phenomenon as mental frailty. Studies by the Assisted Living Facilities Association of America found that 30 to 40 percent of assisted living residents had Alzheimer's disease or other dementing illnesses. A survey of 33 assisted living facilities in Massachusetts by Stocker and Silverstein (1996) determined that 50 percent of the discharges to nursing homes were for cognitive decline and 60 percent were for functional decline.Older adults are fearful of losing memory ability, and studies indicate that declining memory is one of the most widespread complaints about aging (Bolla, Lindgreen, Bonaccorsy, & Bleecker, 1991;Grut, Jorm, & Fratiglioni, 1993). This fear is based on the reality that memory declines with age (Rinn, 1988). A complicating factor, however, in the relationship between perceived memory loss and actual memory performance is depression (Dellefield & McDougall,1996;Lichtenberg, Ross, Millis, & Manning, 1995;Nussbaum & Sauer, 1993). The confounding effects of depression have particular relevance for episodic remembering in very old adults (Backman, Hassing, Forsell, & Viitanen, 1996 Long-term care residents have major depressive ...