The purpose of the present research was to explore the role of stereotype threat as a mediator of older people's memory performance under different instructional sets. In three studies, younger and older participants completed a memory test that was either framed as a memorization or as an impression formation task. Across these studies, memory performance was greater for younger than for older adults and was higher in the impression formation than memorization condition, but was not different for older adults in the two instruction conditions. These results also showed that age differences in memory performance were mediated by participants' feelings of stereotype threat, such that age was positively related to stereotype threat and stereotype threat was negatively related to memory performance. These data demonstrate that concerns about being negatively stereotyped influence age differences in memory performance, and that the effects of these feelings on performance are not easily reduced by reframing the task instructions.