Organizational processing and free recall in younger (mean age = 18.0 yr.) and older (mean age = 71.9 yr.) adults were examined in an overt rehearsal procedure monitoring spontaneous rehearsal strategies. Subjects learned one of two equivalent lists of 18 unrelated nouns. Although a significant interaction of age × list was obtained in total recall, significant age differences in recall from long-term memory were associated with quality of rehearsal. No significant effect of age emerged in subjective organization or frequency of item rehearsal. Younger adults, recalling more, tended to rehearse in an active fashion by rehearsing the currently displayed item with several others. Results provide direct evidence that the elderly may suffer from a decrement in organizational processing in long-term memory with unstructured material, possibly stemming more from acquisition than retrieval-related mechanisms.