Aging related cognitive decline is an increasing health problem but affects only a subset of elderly humans. This research uses outbred young (Y) and aged rats. Behavioral characterization distinguishes aged rats with impaired spatial learning (AI) and aged rats with unimpaired learning ability (AU), mimicking the varied susceptibility of the human population to age-associated learning impairment. Studies are testing a hypothesis that hippocampal transcriptional mechanisms and gene expression profiles linked to activator protein-1 (AP-1) and glucocorticoid receptor (GR), mineralocorticoid receptor (MR) or cyclic AMP response element binding protein (CREB) families of transcription factors distinguish successful or unsuccessful aging and cognition. Results from mRNA assays, in situ hybridization, electromobility shift assays and western immunoblot indicate changes in GR and CREB in AI rats. State of the art future approaches to define downstream transcription targets are described.