In this study state-dependent learning in younger and older adults was compared. State was manipulated by having participants rest or exercise for 5 min, followed by exposure to 3 learning trials of a 20-item word list. After a 20-min delay, participants engaged either in the congruent or in the incongruent activity followed by free-recall trial, cued-recall, and recognition tests. Heart rate, blood pressure, and self-report of distress measures verified that the experimental conditions influenced the participants' physiologic state, but the distracter tasks did not. There was no difference in learning that was due to initial exercise condition, but both age groups showed greater recall when state was congruent before learning and delayed recall. This replicates previous research in which consistent state-dependent learning effects in younger adults were found and supports research suggesting that older adults spontaneously use contextual information to facilitate recall. The demonstration of state-dependent learning in older adults is discussed as an example of implicit memory not affected by aging.