Age-associated changes on measures of episodic and working memory were examined in 15 adults with Williams Syndrome (WS; M age = 48.3 years, SD = 14.7; M IQ = 62.9, SD = 8.5) and their performance was compared to that of 33 adults with mental retardation (MR) with unspecified etiologies (M age = 54.2 years, SD = 8.9; M IQ = 61.7, SD = 6.5). Among the group with WS, older adults were significantly poorer than younger adults on the free recall task, a measure of episodic memory. Although this finding is consistent with normal aging, it occurred at a chronologically early age in adults with WS and was not found in their peers with unspecified MR. Although both groups showed small declines with age on a backward digit span task, a measure of working memory, for the group with WS the rate of decline on backward digit span was slower as compared to their performance on the free recall task. The findings from this study indicate a chronologically early and precipitous age-associated decrease in long-term, episodic memory in adults with WS.