ABSTRACT This study aimed to determine if older adults “at-risk” for dementia (those with MCI or SMC) exhibit accelerated long-term forgetting (ALF) and whether rate of forgetting (RoF) is associated with sleep efficiency, hippocampal volume and demographic/clinical features. Forty-nine “at-risk” participants and eighteen controls underwent examination. Memory was assessed using the Scene Memory Task (SMT) and WMS-III Logical Memory (LM) subtest. Tests were administered at baseline, 24 hours and 2 weeks. While our study did not find ALF in those “at-risk” for dementia, on the SMT, RoF over 24 hours and 2 weeks was negatively correlated with sleep efficiency. For LM, RoF at 2 weeks was moderately associated with left hippocampal volume. Neither visual or verbal RoF was correlated with demographic or clinical variables (age, MMSE, IQ, GDS-15). While ALF was not observed in this sample, our results suggest that visual and verbal forgetting have differential predictors.