This study examined the effects of list-making, and specific aspects of list-making such as intent (whether one expects to refer back to one's list at the time of recall) and organization, on memory performance in young and old adults. Young and old adults were randomly assigned to a list-making or a non-list-making condition. In both conditions, subjects performed two memory tasks in which they were presented with a word list followed by written recall and recognition tests. On one task, subjects were informed that they would not be allowed to refer to the list at the time of testing (internal-intent). On the other task, subjects were informed that they would be allowed to refer back to the list (external-intent), but actually were not allowed to. Planned comparisons found that list-making significantly improved older adults' performance on the recall tasks. Additionally, while the old performed significantly worse than the young in the non-list-making internal-intent recall task (the traditional memory test condition), these significant differences were not found on either of the list-making recall tasks. Both young and old list-makers who spontaneously organized their lists while studying the words recalled more items than subjects who did not organize their lists. These findings suggest future directions for both theoretical and applied research in the area of memory and aging.