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Description: We examined oscillatory power in electroencephalographic recordings obtained while younger (18-30 years) and older (60+ years) adults studied lists of words for later recall. Power changed in a highly consistent way from word-to-word across the study period. Above 14 Hz, there were virtually no age differences in these neural gradients. But gradients below 14 Hz reliably discriminated between age groups. Older adults with the best memory performance showed the largest departures from the younger adult pattern of neural activity. These results suggest that age differences in the dynamics of neural activity across an encoding period reflect changes in cognitive processing that may compensate for age-related decline.