The present investigation was designed to examine the effects of orienting task-controlled processing on electrodermal response and free recall at two delay intervals for 94 young, 49 young-old (age 55 to 70), and 61 old-old (age 71 to 85) individuals. Subjects were presented with a list of 25 words and performed one of the following tasks: semantic, nonsemantic, or passive listening, presented in an incidental memory paradigm, or intentional memorization. Recall was obtained 2 min or 48 hours after list presentation. At the 2-min delay, the pattern of recall across tasks for the young-old and old-old subjects was similar to that of college students. Overall, the old-old recalled fewer words than the young and young-old, while the young-old recalled as many words as the young. After 48 hours, the task-related recall pattern was observed only in the young group. The skin conductance data indicated that task effects were similar across the three age groups and that response magnitude was lower in the old-old than the two younger groups. No differences in skin conductance were found between the young and young-old. Age differences in memory processing suggest that difficulties in delayed retrieval of semantically encoded words may increase during late adult years. Differences in electrodermal responses in the old-old compared to the young and young-old suggest that the range of autonomic responsivitiy to task demands may become restricted in advanced age.