Carriers of the APOE e4 allele are at higher risk of age-related cognitive decline and Alzheimer's disease (AD). The underlying neural mechanisms are uncertain, but genotype differences in medial temporal lobe (MTL) functional activity and structure at mid-age might contribute. We tested 16 non-e4 and 16 e4 carriers (aged 45-55) on a subsequent memory task in conjunction with MRI to assess how hippocampal volume (from T1 structural) and microstructure (neurite orientation-dispersion, from NODDI) differs by genotype and in relation to memory encoding. No previous study has investigated APOE effects on hippocampal microstructure using NODDI. Recall performance did not differ by genotype. A genotype by condition interaction in left parahippocampus indicated that in e4 carriers activity did not differentiate subsequently remembered from forgotten words. Hippocampal volumes and microstructure also did not differ by genotype but hippocampal volumes correlated positively with recognition performance in non-e4 carriers only. Similarly, greater hippocampal neurite orientationdispersion was linked to better recall but only in non-e4s. Thus, we suggest that mid-age e4 carriers show a breakdown of normal MTL activation and structure-performance relationships. This could reflect an inability to utilise compensatory mechanisms, and contribute to higher risk of cognitive decline and AD in later life.In humans, the Apolipoprotein E (APOE) gene has 3 variants (e2, e3, e4); the e4 allele has been subject to considerable research interest due to it being a well-established risk factor for late-onset Alzheimer's disease (AD) 1 with e4 carriers being approximately 3 times more likely to develop AD relative to e3 carriers 2 . The e4 allele also affects cognitive ageing trajectories in healthy individuals. Healthy older e4 carriers (from this point referred to as e4+) perform worse than non-e4 carriers (e4−) on measures of episodic memory, executive functioning and overall global cognitive ability 3 . Longitudinal studies in healthy populations point to more rapid age-related cognitive decline in e4+ 4,5 . Small detrimental effects of e4 on cognition appear to be evident at mid age 4,6 with these becoming more pronounced beyond the 6 th decade 7 . However, midlife effects of APOE are not well studied, despite evidence that risk factor exposure during this life stage significantly influences AD risk in later life 8 . With accumulation of AD-related neuropathology beginning some decades before symptom onset 9 , midlife thus likely represents the optimal opportunity to intervene against cognitive decline and AD.Brain structural differences have been detected in healthy e4 carriers. Imaging studies have tended to focus on the medial temporal lobe (MTL) since this structure is amongst the first to evidence AD-related pathology 10 . Reduced hippocampal volumes have been reported in healthy older e4+ 11,12 but studies in younger samples tend