This longitudinal study examined memory loss in a sample of 391 initially nondemented older adults. Analyses decomposed observed memory loss into decline associated with preclinical dementia, study attrition, terminal decline, and chronological age. Measuring memory as a function of only chronological age failed to provide an adequate representation of cognitive change. Disease progression accounted for virtually all of the memory loss in the 25% of the sample that developed diagnosable dementia. In the remainder of the sample, both chronological age and study attrition contributed to observed memory loss. These results suggest that much of memory loss in aging adults may be attributable to the progression of preclinical dementia and other nonnormative aging processes that are not captured by chronological age.