Healthy older adults typically show impaired episodic memory - memory for when and where an event oc-curred - but intact semantic memory - knowledge for general information and facts. As older adults also have difficulty inhibiting the retrieval of prior knowledge from memory, their selective decline in episodic memory may be due to a tendency to over engage the retrieval state, a brain state in which attention is focused internally in an attempt to access prior knowledge. The retrieval state trades off with the encoding state, a brain state which supports the formation of new memories. Therefore, episodic memory declines in older adults may be the result of differential engagement in mnemonic brain states. Our hypothesis is that older adults are biased toward a retrieval state. We recorded scalp electroencephalography while young, middle-aged and older adults performed a memory task in which they were explicitly directed to either encode the currently presented object stimulus or retrieve a previously presented, categorically-related object stimulus. We used multivariate pattern analysis of spectral activity to decode engagement in the retrieval vs. encoding state. We find that all three age groups can follow top-down instructions to selectively engage in encoding or retrieval and that we can decode mnemonic states for all age groups. However, we find that mnemonic brain state engagement is diminished for older adults relative to middle-aged adults. Our interpretation is that a combination of executive control deficits and a modest bias to retrieve modulates older adults' mnemonic state engagement. Together, these findings suggest that dif-ferential mnemonic state engagement may underlie age-related memory changes.