This study investigated age group differences in adults' running memory span for prose. College students and adults 60 to 94 years of age listened to a prose passage that was interrupted occasionally by pauses. At each pause, the adults attempted to recall the immediately preceding text. The pauses followed either two single-clause sentences, a two-clause right-branching sentence, or a two-clause left-branching sentence. There was a significant Age Group x Syntactic Form x Clause Order interaction such that the age group differences in verbatim recall were exacerbated by the effects of syntactic complexity. The elderly recalled 25% fewer words from the first embedded clause of the left-branching sentences than the college students, whereas they recalled only 4% fewer words from the first of two successive single-clause sentences. Performance on the running memory span task was also correlated with two measures of the adults' working memory: forward digit span and backward digit span. The pattern of correlations indicated that working memory limitations determine adults' running memory span for prose and contribute to age-group deficits in comprehension.